


The Misadventures of Super-Max

by MultiverseFantasy



Category: Life Is Strange (Video Game)
Genre: Anal Sex, F/F, F/M, First Time, Friends to Lovers, Group Sex, Lesbian Sex, Multi, Older Man/Younger Woman, Oral Sex, Public Sex, Rough Sex, School, Sex, Sex Toys, Strap-Ons, Teacher-Student Relationship, Technology, Teen Romance, Teenagers, Threesome, Time Travel
Language: English
Status: Completed
Published: 2020-05-02
Updated: 2020-05-22
Packaged: 2021-02-22 23:42:06
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 24
Words: 68,439
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/23968903
Author URL: https://archiveofourown.org/users/MultiverseFantasy/pseuds/MultiverseFantasy
Summary: A new anthology with a loose narrative. Max is developing her new powers and abusing them in new unique ways with various results.
Relationships: Chloe Price/Joyce Price, David Madsen/Chloe Price, Maxine "Max" Caulfield/Chloe Price, Maxine "Max" Caulfield/Chloe Price/Ray Wells, Maxine "Max" Caulfield/David Madsen/Chloe Price, Maxine "Max" Caulfield/Joyce Price, Maxine "Max" Caulfield/Kate Marsh, Maxine "Max" Caulfield/Mark Jefferson, Maxine "Max" Caulfield/Nathan Prescott, Maxine "Max" Caulfield/Victoria Chase, Rachel Amber/Chloe Price, Rachel Amber/Joyce Price
Comments: 16
Kudos: 105





	1. Mr Jefferson

It wasn't that she found Mr Jefferson's lecture boring, it's just she was so tired from all the stress of the upcoming competition that she could barely stay focused.

The tall dark handsome teacher paced the classroom with purposeful strides, his voice and posture emitting so much confidence it demanded the students attention, drawing them in like a moth to a flame. _Almost all of them._ Max Caulfield was so spaced out all she saw was his mouth moving without any sound, like someone had pressed mute on the world. Her blue eyes scanned the room to look at the others, seeing the same old bullshit once again. Stella was across the room vigorously scribbling in her notepad, glued to whatever Mr Jefferson was saying. Alyssa was also focused, but not as enthusiastic. Taylor was covertly texting on her phone, but she always got busted sooner or later. Victoria was being Victoria, kissing ass and mentally trashing everyone else like a pro. Most of the others were either trying to pay attention or pretending to like she was. Off to her right Katie appeared distracted, so she made a mental note to check on her after class.

Otherwise, just a regular boring day in the life of Max Caulfield. Nothing to see here except a nervous wreck. She glanced down at her entry for the _Everyday Heroes_ contest, the one she'd taken over a week ago but hadn't had the guts to submit. It was trash, and she knew everyone would think the same once they saw it. Bad enough it was shot on an old Polaroid camera she had for years. The last thing she wanted today was to be thrown into the spotlight.

"What about you Max?"

Her eyes shot up at the sound of her name, going pale as she saw the class turn towards her as Mr Jefferson addressed her, standing in front of her desk. "Wha…what?" She replied, her idle brain trying to catch up to her.

"I'm sorry if I was putting you to sleep Max" Mr Jefferson said calmly as he leant against the desk behind him, crossing his arms while looking at her through those thick rimmed glasses he wore. "I know the last thing you'd want to be doing right now is sitting here listening to some old man lecture you on the principles of composition and lighting techniques. So what would you rather be doing?"

"Um.." Max stuttered, trying to formulate a response. _Any response_. "I don't understand…"

"It's perfectly simple, Miss Caulfield" he snapped, stepping forward to lean over her desk, his palms planting either side as his dark eyes stared into Max's. The young woman was captivated by his gaze, swallowing hard as she looked up at him. "What is it you really want to do, right now, at this moment in time?"

The two of them stayed there frozen, a single moment in time, waiting for an answer. The older man was calm, controlled, patient. Max was overwhelmed, her leg twitching nervously, her gaze wavering. Then suddenly, before she could stop herself, overcome by sheer peer pressure as the class waited in hushed silence, Max Caulfield said out loud in a shaky voice "I want to have sex with you."

The silence was pierced by the sound of gasps and as the whole class burst into laughter, Victoria in particular chortling as Max flushed red from embarrassment. _Why did I say that? Now everyone is laughing at me. God, Mr Jefferson must think I'm a freak!_

The man himself didn't say anything as he continued to stare at her, which just made her even more uncomfortable. She couldn't imagine what he might be thinking, while she slowly sank deeper into her seat waiting to die of humiliation. But Mr Jefferson was unnervingly calm as he straightened up from her desk, pushing his glasses up the bridge of his nose. "Ok" he said quietly, earning another wave of silence as the class turned back to him. "Stand up Max" he commanded, crossing his arms as he waited.

Max stared sheepishly up at him where she saw the serious gaze returned to her. She reluctantly obeyed, rising to her feet and nervously walking around her desk to stand before him. He was so much taller she felt so small next to him.

He waited patiently for a minute as the room fell to a hushed silence. "You sure this is what you want to be doing?" He asked her, rainsing an eyebrow? "You'd rather have sex with me instead of listening to this lecture?"

Max struggled to meet his gaze, her face burning up with shame. _Why did I say that?_

He didn't miss a beat, suddenly catching everyone off guard when he said "I have a counter offer. You can either sit back down and pay attention as I finish my lecture…or you can come over here and kiss me, where I can fuck you right here in this classroom."

Max's eyes went wide as she looked up to face her teacher. She thought she'd misheard him. But she saw the startled reactions from the rest of her classmates, the shock and awe, and she realized she wasn't mistaken. And his gaze told her how serious he was. _Sit down and learn, or get fucked by your handsome teacher in front of everyone._

The suggestion was outrageous, even mortifying. She couldn't just have sex with her teacher while everyone was watching. She'd be the talk of the school, and not in a good way. _I should just sit down and quietly die of embarrassment in peace._

Yet that's not what her body decided to do, as Max Caulfield took two steps forward and before she could stop herself, her lips were upon his. She'd never thought what it would be like to kiss her teacher, but the moment she committed to it she realized she'd wanted to do this from the moment she joined his class. Her stomach fluttered as his arms encircled her waist, pulling her in deeper, her heart skipping several beats.

_Oh my god. This is actually happening._

Within the next few seconds it felt like a switch had been flicked between the pair of them, all preconceptions about them being teacher and student vanishing in a blink of an eye. Their bodies pressed together as their kiss grew into something more powerful, a hunger for more overtaking their minds. "Holy shit, this is awesome" one of the boys said as the class watched intently, a mix of disgust and awe filling the room. Max's eyes briefly opened to scan the faces of her classmates, her cheeks flushing red when she saw them staring. A few took out their phones and started recording her, making her blush harder. She saw Katie turn away, avoiding her gaze determined not to witness what was going to happen. Max remembered how comprehensive her family was, how her faith influenced her life. This would _not_ be appropriate in her eyes. On any other day that thought would've convinced Max to stop, but the look on Victoria's face made her stomach flutter. _Anything that makes that stuck up bitch scowl must be a good thing._

Mr Jefferson didn't pay any of his students any heed, didn't even acknowledge them as he pulled Max along with him until he was sitting on the desk behind him. With Max trapped in his embrace she had to awkwardly straddle the man just to keep herself upright and continue their passionate kiss. He grabbed her waist and hoisted her up until she was comfortably on the desk, her arms looping around his neck as her tongue explored his mouth. His beard tickled her skin as they ground deeper unto one another, his hands roaming her clothed body, stroking her legs and hips, pressing against her petite boobs through her t-shirt. Her nipples became hard under his touch, her breath turning to gasps between kisses.

"Much better than a lecture, right Max?" He growled quietly, finally letting her mouth free to breathe so he could dive into her neck. She gasped for air as his mouth found her soft flesh, biting her bottom lip to suppress a moan when she felt his teeth graze her throat. His hands massages her chest for a few moments before gently pushing her back slightly, giving them room to look into each other's eyes, lustful gazes igniting between them. "Is this what you wanted?"

"Yes" she sighed, her fingers clenching around his collar trying to pull him back to her. He held her at by, his gaze sternly warning her to be patient as his hands dropped to her waist. Without a word, he took control of her body, unzipping her tight jeans and hooking his fingers into the back pockets to pull them down over her smooth young backside. She lifted her hips to let him yank them down her thighs, getting stuck halfway due to her still on his lap. He didn't care, doing the same to her panties leaving her exposed for all the class to see. "Fuck me" she moaned, her voice timid and quiet, like a whisper just for him.

He smiled, squeezing her bottom with his rough hands. "Not yet" he said calmly. "First we need to warm you up." He let go of her bum with one hand and took her own in his, bring it up to their faces. He gently kissed the back of her hand before pulling her fingers up and into his mouth, his gaze never leaving hers. She bit her lip again, swallowing the moan creeping up her throat from watching him suck on her fingers one by one, swirling his tongue around them until they were slick with his saliva. "I know what you like to do when you see me Max" he said slowly, leaning closer til she felt his warm breath tickle her face with each word. "What you do every night in bed when you think about me. I know Max, because they all do it. None of you can help it." He took her moist hand and carefully guided it lower until it fell between her legs, pressing her fingers against her sensitive clit. She inhaled sharply when she made contact, releasing a shaky laugh as he confidently ordered her "show me Max. Show me what you do when you think about me."

Like a good little girl she obeyed as she started rubbing herself, her hand slick and wet as she effortlessly played with herself. He was right, she knew exactly what to do because she had done it so many times with this exact image in her mind. _How many times have I fantasied about this? How many times did I sneak a quick one in during his class? Oh wow, it feels so much hotter with him in person._ As she rubbed harder, she risked a glance at the intrepid audience around her, seeing almost all of them transfixed as her fingers adjusted from rubbing her clit to plunging into her wet entrance. Suddenly she wasn't so shy about being so public, the captivated onlookers making her more horny and confident.

Mr Jefferson took it as a good sign too, licking his lips as he watched her masturbate on his lap, her leaking juices dripping over his trousers. "Good girl" he praised her, giving her a quick affectionate kiss before adding "don't stop until I tell you too. Or if you cum, whichever comes first." She nodded as his hands returned to her arse, molding them roughly before giving them a quick smack that made her yelp. "Such a lovely ass you have, my dear" he growled as his fingers spread her cheeks slowly, revealing her tight young puckered hole. Her breath caught in her throat when she felt a nail drag over the small opening, subconsciously adding another finger into her vagina in anticipation for what he might do next. "All the better to fuck you with" he smiled as he positioned his middle finger at her back door, slowly pushing it into her tight ring.

Max Caulfield clamped a hand over her mouth before the scream could erupt. Nobody, not even her, had ever dared go near her back entrance, meaning she was unprepared for the forceful intrusion into her virgin hole. Mr Jefferson took this into account as he slowly dug his way deeper, his finger burrowing slowly as he fingered her but-hole in tandem with her fingering her pussy. The double penetration nearly made Max cum prematurely, her cries muffled in her palm as she fell against his chest. He cooed softly in her ear as he worked her, whispering encouragement as his finger pushed further, now halfway up to the Knuckle. She let her hand fall away when she was sure she would scream, breathing rapidly through her nose as she pumped faster into her pussy. _The sooner I cum, the sooner he'll stop_ , she thought. It wasn't painful, it felt like her arse was on fire with each passing moment he forced himself deeper. "Please" she whimpered in her ear, desperately pinching her clit as he pushed harder, tears forming in her eyes.

He didn't relent until she'd successfully climaxed, her mouth flying open in a silent scream only to be muffled when she bit into his shoulder, her hips jerking forward to collapse against his tenting crotch, soaking through the fabric onto his erection. Her body shook against him as she came, slumping into his arms when it was finally over. He scowled in disappointment as he careful dislodged his finger, patting her on the head comfortingly. After a few moments she was able to look up at him, her face smudged with tears. He gave a reassuring smile, bringing up her soaking hand and presenting it to her so she could lick it clean. She dutifully complied, sucking all of her juices off before being caught in another kiss so her teacher could tasted her on her tongue. "You really are my best student" he confirmed.

Max blushed nervously from the compliment, glad he appreciated her talent, if that's what it was.

Then his eyes darkened once more. "Stand up Max" he said slowly. She cautiously obeyed, removing herself from his lap to stand in front of him. Around her her classmates watched in silence, still either recording or taking picture with their phones. She went to pull her jeans and panties back up until Mr Jefferson told her "leave them. Turn around and lean over your desk please."

"Yes mr Jefferson" she responded meekly, turning around and placing her hands on the desk, bending over slightly to present herself to him. She stood there nervously watching the back wall, waiting for what was coming next. She felt a chill run down her spine when she heard the sound of a zipper behind her, digging her fingernails into the wooden surface as she braved herself. _Oh my god, it's finally going to happen._

His hands found her backside where they began to knead them roughly, his powerful gaze boring into the back of her head. She resisted the impulse to look behind her and beg, even when he gave her soft cheeks a hard smack. She cried out in shock, her arse stinging from the blow while he followed up with another on the opposite cheek. She bit her bottom lip hard, drawing blood as she held back the scream. Turned out being spanked was quite painful coming from her teacher. Fortunately for her he grew bored of toying with her ass as she felt something proding at her nether regions. It was big and thick and Max could only assume it was Mr Jefferson's cock. She could her the sound of Victoria breathing slowly, sneaking a peek out the corner of her eye to see her mouth agape practically panting.

_Oh my god. He must be pretty big to her Victoria so hot and bothered. He's about to fuck me with his big juicy cock. Would he even fit inside me? I've never really…_

All cohesive thought went out the window when Mr Jefferson penetrated Max's vagina, replaced with unbridled escasty released with a very loud scream. A scream which was swiftly cut off by the mans large hand clamping over her jaw. "Shh!" He hissed in her ear, easing himself deep into her core until her was nearly balls deep. _I guess I was more ready than I thought,_ Max's inner voice told her, marveling at how easily his cock slid into her wet entrance. "We don't want the principle coming in and interrupting us, do we?" He said insistently. Max tried to shake her head, but his hand held her still as he began pulling his hips back ready to begin thrusting into her.

He wasn't gentle, he pummeled her pussy with his thick dick, his hips moving quick and fast in ever harder motions. Max was pinned to the desk beneath the merciless man, the table creaking loudly from the combined weight, rocking back and forth as she was pushed against it. She clawed at the edges for better grip, trying to push against him for further pleasure, all the while screaming into her palm. She had never been fucked like this in her life. It was amazing and hot and embarrassing, sensing the eyes of all her classmates on her, imagining their phones out recording it all ready to post online the moment they got back to their dorms. _What would her parents think? Would she get expelled?_ She didn't care. She was being fucked by Mr Frickin Jefferson, the hottest teacher in school. She take any consequence if it meant she told do this all over again.

She orgasmed loudly, her moans muffled as her body trembled, her cum drenching her lovers trousers. He ignored it as he kept pounding her, fucking her through the climax as her walls tightened around him. He was grunting hard, his fingers tightening around her jaw and shoulder, increasing the force of his thrusts until she thought she'd be slammed through the table. With a suddenly bellow he came inside her, his red hot cum painting her insides white. Being filled up felt so good it made Max orgasm once again, collapsing against the desk from exhaustion.

Mr Jefferson released her body with a long sigh, pulling out of her pussy leaving her slumped over her desk. The class peered closer to watch his seamen leak out of her core and pool onto the floor. Max didn't care about being watched anymore, too tired to care about anything. She struggled to keep her eyes open as her vision blurred, her cheek pressed against the table as she looked up at the figure of Mr Jefferson standing over her.

"Max?" He heard her say, his voice sounding miles away. "Earth to Max! Can you hear me?"

She woke up to the sound of a loud clap, springing up in her seat with a start. _What? What just happened?_

"Welcome back to the real world Max Caulfield" Mr Jefferson said, walking around his desk to pace the classroom, adjusting his glasses as he gave her a bemused smile. "I trust you didn't stray too far when you dosed off? Hopefully you're nice and refreshed to pay attention to my next lecture."

Max's cheeks flushed red when the class chuckled, her blue eyes scanning the room quickly taking everything in. _Damnit, I was dreaming. None of it really happened._

She looked around the room to see everything back to normal, including Victoria giving her that smug evil eye before turning her nose up at her. She slumped down in her seat, the memory of her wet dream bringing a fresh filter of color to her cheeks. _Probably for the best_ , she told herself, figuring this day couldn't get any worse.

Ten minutes later she had the vision of a lighthouse…


	2. Kate Marsh

"Thanks for coming to see me Max, and for the book. I really appreciate it."

"Of course Kate. Anytime."

Max stood awkwardly in Kate's room looking across at Kate Marsh as she sat slumped over her desk. It broke her heart to see her like this, so hopeless. That viral video of her at the vortex club party had been making her life hell for days now, and with people like Victoria fanning the flames it's only getting worse. _I don't know how to help her_.

It had been literally a day since Max Caulfield got her powers, which she had no idea how to explain, and somehow still felt powerless. Kate had been her friend for a long time and she really cared for her, but she didn't have the first clue what to do. And after seeing her run in with Victoria in the shower room earlier she had to check in with her (after wiping away that link Victoria plastered over the bathroom mirror). But all she seemed capable of doing was returning the book she'd borrowed.

Kate finally got out of her chair and walked solemnly to her bed, where she sat down with a hopeless sigh. She was still wearing her own pajamas, a cream t shirt with pale green bottoms rolled up above her ankles. Max was a little more casual in contrast, a loose fitting white T-shirt with three yellow chicks across her front over brown short pants. _I knew I should've gotten dressed before coming in here._

"Do you think god is punishing me Max" Kate asked her, glancing up with tears welling up in her eyes.

"What?" Max replied, momentarily dumbstruck. _What kind of question is that?_

"I may not remember being at that party, or…doing those things in the video…but that doesn't change the fact I _did_ them. What if this is gods way of punishing me for my actions."

Max shook her head as she raced over to sit at Kate's side, placing a comforting hand on hers. "Kate, whatever you did in that video isn't you. If you weren't drunk…then you must've been drugged. Which means this isn't your fault, none of it is. You don't deserve what's happening, but you have to have faith. God is not punishing you because you've done nothing wrong."

Kate struggled to look up at Max's unwavering gaze, her lower lip trembling. "But what if…" she tried to mutter, before Max stopped her. "We will get through this" she insisted. "We figure it all out…together. Okay?"

Max held tightly onto her hand, waiting for her to nod as she reluctantly began wiping away her tears. Max had been friends with Kate long enough to know her faith meant a lot to her. She imagined her biggest fears was having her church see the video and reject her. _Hopefully it'll never reach their sights_ , Max prayed. She gave Kate's arm a comforting squeeze as she watched the collar come back into her cheeks. "Thanks Max" she said gratefully, her hazel eyes staring back into Max's blue ones. "I'm truly blessed to have a friend like you."

Max smiled warmly as the pair of them sat there, gazing into each other's eyes isolated within Kate's room from the rest of the world. In that moment of peace, something seemed to stir between the two girls. A tug drawing them together. Max felt it strongly, finding it familiar. She'd been drawn to Kate quite a few times over the course of their friendship, forbidden feelings she knew she must never act upon. Like all the rest, she resisted the temptation to lean into them. _It would make things too complicated_.

Kate however seemed to have a different answer, and Max was caught off guard when the shy, timid young woman nervously leant forward to plant a shaky kiss on Max's lips. Max inhaled sharply as their mouths connected, her hand tightening around Kate's in shock. She wasn't ready for this and made to pull away, but her mind went into overdrive and stoped herself.

_This is bad! I shouldn't be doing this. But I can't just…stop! Kate kissed me! That doesn't mean she's gay or has feeling for me…not like how I'm attracted to her. But if I end this now…what if it has a negative effect. She'll get embarrassed and feel worse, hurt her even more. I can't do that to her. She needs to feel safe, to feel loved, comforted…even if it means I have to cross a line._

_I hope I'm doing the right thing._

Making up her mind in a matter of seconds, Max closes her eyes and kisses the nervous young blonde back, their mouths parting to delve deeper into the kiss as the two girls melded together. Max hoped that Kate would come to her senses soon and break off herself but to her surprise Kate embraced the moment, her small hands reaching out to wrap around Max's waist and pull herself closer. This left Max with little option then to place her hands upon Kate's back, holding her close as the two explored each other's mouths sensually. The experience made butterflies flutter in Max's stomach.

_I guess this is how I help Kate deal with this._

Things heated up rather quickly between the two girls, initiated by (too the letters surprise) by the formerly conservative Kate Marsh as she slowly backed Max onto the bed until she was on top of her. The young blonde was making moves on Max that she'd never have anticipated from her. _Maybe there was something to that video after all,_ a guilty part of Max commented as she succumbed to her advances, moaning into her mouth as Kate plunged her tongue deeper into her throat. _Wow, Kate's actually a good kisser._

Hands roamed over each other's slender bodies with heated vigor, a burning need growing between their navels that excited both of them. Max found her fingers slipping underneath Kate's shirt to ghost over the delicate skin of her back, making her tremble to her touch. She responded more aggressively by pushing Max's T-shirt up over her chest to reveal her petite breasts, fondling them gently before ensnaring one of them in her mouth causing Max to gasp.

"Holy shit!" Max moaned quietly, her arms flying up to tug at her hair to stop them flailing about. Kate sucked on her nipple like an infant until it had grown erect in her mouth, moving over to do the same to the other while she played with her chest. Max had imagined so many scenarios of her talking Kate into doing something like this with her, and now couldn't comprehend she was doing this of her own volition. Not that she wanted to stop now, pulling her bunched up T-shirt over her head to discard it by the bed. She gazed down at the blonde beauty chuckling on her tits, nibbling her soft flesh leaving tiny hickies across her skin as she moved lower down her body. Max knew where she was going and burst out into goosebumps.

She helped Kate pull her pant shorts over her long legs before positioning herself before the girl, nervously sitting up and spreading her thighs to reveal her waiting sex to her friend. Kate stared at her wet pussy with wide uncertain eyes, her hesitant fingers carefully stroking the tender skin around her delicate flower. Max's goosebumps got goosebumps, the teasing motions making her body tremble. "Kate" she said in a shaky voice, looking down at the distracted, beautiful face between her legs. "Kate, it's ok. You don't need to do this…"

Kate didn't seem to hear her words, instead diving forward to kiss her directly on the clit. Max tensed up quickly, the sensory overload of Kate's lips on her making her breath catch in her throat. She kissed her again, this time longer and harder, her mouth latching onto her sensitive nub as her tongue ran circles around it. "Oh fuck!" Max cried out as she fell back onto the mattress, eyes rolling into her skull, toes curling and fingers clutching the bedsheets. Kate was rash, nervous, inexperienced, meaning she didn't know what she was really doing as she continued to munch on Max's core, sucking her clit so hard the brunette had to bite her lip and cover her mouth to stop herself screaming, very nearly orgasming prematurely. The dirty blonde had just started though, releasing Max's throbbing clit to plunge into her pussy, her tongue diving as deep as it could to dig even deeper into her tight walls.

Max's back arched so far off the bed she was seeing everything upside down, her mouth wide in an "O" shape as she moaned loudly? _Holy shit!_ Her mind screamed, overwhelmed by the vicious way Kate was eating her out. Her hips buckled against her, causing her to just grab tighter and burrow deeper, her nose submerging between her folds meaning every breath Kate made reverberated inside Max. Max's body twitched and shook in her grasp, her chest heaving as she broke into a sweat. Her feet pressed into Kate's back as her thighs unceremoniously crushed Kate's head between them, locking her between her legs and face deep inside her vagina with no escape. Only her hands still tried to pry her off her cunt even though her lower half wouldn't obey her. "W…wait!" Max yelled, her palm pressing against Kate's forehead as her spine arched again. Nothing in her body would work together, the sensations being inflicted on her causing her senses to overload. Even her voice was failing her. "W..wait! Please…st…st…stop! I…it's to…to much… I c…c…can't…"

Kate couldn't hear her with Max's legs smothering her ears, couldn't reply with her mouth trapped around her pussy, couldn't move because her body was too busy convulsing and tensing, building up for the mother of all orgasms. Max trailed off into a string of moans, gasps and screams, still undergoing Kate's unfocused tongue play within her core, the soft moans echoing through her walls and vibrating up her spine. _It's too much too soon! I can't handle it any more. I'm going to…no! I'm cumming!_

Max didn't have time to silence herself before her scream ripped through the bedroom, so loud the birds in the wood outside flew away startled. Between her legs Kate screamed inside her as she was assaulted by Max's cum, the onslaught drowning her as she struggled to swallow the volume of juices, choking on her climax. Max's eyes watered as she rode out her reluctant climax, willing it to be over soon so she could regain control. When it finally subsided, her limps collapsed exhausted, her legs snapping free to let the more dirtier blonde finally come up for air. Kate fell away with a startled heave, gulping in much needed oxygen, her head and shoulders drenched in fluids. Max barely had the strength to glance down at her, instead staring at the ceiling through a post-erotic haze.

"Fuck" she mumbled.

Kate crawled over Max's sweating, trembling body to return her face level to hers. She was glistening from the volume of fluids covering her skin, the top half of her shirt soaking wet and sticking to her slim frame beneath. Max looked down at the blondes figure to see the spectacle, taking note of Kate's small boobs being revealed through the now see through T-shirt, her hard nipples poking through the fabric. Still in a daze, the photographer reached up to touch the tiny mounds circling her fingers around the nubs. "Max…" Kate said quietly, her cheeks turning red underneath the cum. "I'm sorry. I didn't realize what I was…"

The last thing Max wanted to hear after that was an apology, grabbing Kate by the hair and pulling her into a deep, steamy kiss to taste herself on her friends tongue. Kate could only moan as her mouth was devoured, giving in to the same lust that drove her to kiss Max in the first place. The two girls made out for a long passionate minute until Max released her. "It wasn't bad" she told her, a comforting tone in her voice. "But maybe next time you could slow down, not rush into it." She locked her gaze onto Kate's, a suggestive twinkle in her eyes as she smiled. "I could show you how to do it, if you'd like?"

Kate hesitated for a moment before nodding, letting herself be rolled onto her back so Max had full control over the girl, kissing her slowly and rubbing her chest and thighs carefully and purposefully. Max had never seduced anyone before, but with Kate it was almost like riding a bike. The girl was dripping wet by the time the brunette and pulled her bottoms down her legs and settled onto her stomach between them. She gave her thighs a few teasing licks and love bites to work her up even more, prodding her sex with her fingertips agonizing slowly.

She paused to gaze up at the panting blonde, turning serious for a moment. "Are you a virgin?" She asked patiently.

Kate blushed. "Yes. Is that…is that bad?"

"No" she replied with a soft smile. "It just means I need to take my time and make this special."

Measuring her approach, getting comfortable between the hot girls legs, Max proceeded with her lesson as she kissed her way along the inside of her thigh to her pussy, circling her tongue around her clit before eating the beautiful flower out for the very first time. Kate tried to stay upright to watch her like an eagle, but the slow build up of pleasure eventually drove her back to the mattress, wailing in escasty holding Max's head with her hand, gently pushing her deeper into her core the further along she got. "Oh lord, forgive me" Kate prayed, over and over as she gave in to temptation, experience her first ever orgasm at the hands of one of her closest friends.

The pair of them lay side by side on Kate's bed, arms interlocked around each others naked bodies as they stared at the ceiling. The bedsheets were damp and sticky beneath them, their clothes scattered everywhere. They hadn't covered themselves when they'd finished, instead just lying there in silence.

Max was lost in her own thoughts as the last fifteen minutes replayed in her mind. _This was a mistake_ , she realized. She'd wanted to comfort Kate in her hour of need, but instead she ended up having sex with her. Neither of them were even gay (or at least, Max had never considered the possibility until now), and now they had fucked and their friendship was most likely over. She tried formulate a way to savage the situation, but she was afraid of saying the wrong thing. _What do I even say? I'm sorry I fucked your brains out?_

Figuring anything was better then the tense, uneasy silence, Max turned her head to speak when Kate suddenly told her "you should go. I…need to be on my own."

Max stared across at the blonde girl beside her, but she was refusing to meet her gaze. She could see the shame in her expression though, maybe even the tears threatening to break out. Without saying anything, Max Caulfield got up off the bed and quickly gathered up her pyjamas. Once she was dressed once again she paused to look back at her friend, who was still averting her gaze. "I'm sorry" she said quietly, taking her leave and closing the door behind her.

She paused by the door a moment to let out a long sigh of regret, slumping down the doorframe to the floor. Back in Kate's room, she could hear the faint sounds of her friend weeping through the wall, tightening the knot in Max's stomach. _What have I done?_ On the verge of tears, Max leapt back up and bolted for her room before anyone would she her crying outside Kate's bedroom and start gossiping. Only when the door was sealed did she let out the waterworks.

 _So stupid max! That was the worst mistake you've ever made. Kate will never be able to look at you again. You've ruined everything. And yeah, the sex was amazing, but at what cost?_ She spun around the room, looking for inspiration. Anything that might fix what she'd done. _What are you hoping for? A miracle? The deed has been done. You'd need a time machine to fix this now._

She stopped dead in her tracks, looking up into the nearby mirror. _That's it. I just have to rewind time until the moment before anything happened. But can I even do that that? I've never pushed it that far._ She cast a glance in the direction of Kate's room, wiping her eyes. _It's either this, or make Kate live with a mistake worse than that viral video. She'll never forgive herself, or you. It the right thing to do._

Holding out her hand, Max closed her eyes and concentrated. Rewinding time felt crazy weird, like pushing against a waterfall. But she had to keep pushing until the job was done. It took only a moment, but it felt like hours had passed. She held up a hand to her nose to find it bleeding, like usual after a major strain like that. She checked her phone on the nearby counter.

_It worked. I'm back to five minutes before me and Kate…_

She decided not the finish that sentence, taking a deep breath as she cleaned herself up. She found Kate's book in her room, meaning she still had to return it before she left. But this time Max chose to get dressed first instead of venturing out in her pajamas like last time. _Anything to ensure the previous scenario doesn't happen again._

Now fully clothed, Max picked up her book and nervously trekked across the hall to her room, hesitating at the threshold as she peered in to see her at her desk, her back to her. The memories of their fifteen minutes of heaven flashed through Max's mind, bringing a sickening knot of guilt to grow within her as she ventured forward, vowing to take the knowledge of what she and Kate did to her grave.


	3. David Madsen's Punishment

"OPEN THIS DOOR RIGHT NOW!"

"Just chill, okay? I'm changing. I think my bra is stuck!"

It wasn't. In fact Chloe hadn't even gotten undressed. She was still wearing the tight blue jeans and white sleeveless vest, blue beanie hat and dark boots she'd been wearing all day. But her step dad outside didn't know that. Just as he didn't know Max was currently in her room frantically looking for a hiding place.

 _He can't find you in here_ , was all Chloe had to say before she was blocking the door to buy her best friend time. Unbeknownst to her, Max had already attempted several options, including jumping out the window, hiding under the covers, behind the door, all resulting in getting caught. Every time she'd used her new time rewind powers to try again. But the effort was getting exhausting, so as a last ditch effort she shifted a heavy hat stand to gain access to the wardrobe.

_Thank god! I feel like I'm going to pass out._

Max closed the door in time before David Madsen burst into the room. "Jesus, do you mind?" Chloe said angrily, falling into the ignorant role she played so well. "I'm just trying on clothes. Christ, you are paranoid."

"Yeah, well combat will do that to you" the ex soldier replied, scanning the room.

Max stayed quiet as the two started to bicker and argue going back and forth with harsh tones. Chloe really doesn't like her new stepdad, and David is having none of her dismissive attitude. As Max watched through the slits of the panels, she worried things would escalate between them. _Just stay quiet and out of sight. Chloe can handle it._

"Is that grass?" David suddenly barked, marching over to the joint they'd left in the ashtray on the window sill. "Have you been doping up here again?" He asked his step daughter.

"Wow, guns, weed…you really are tripping balls right now" Chloe shot back.

"Enough of the disrespect" he growled menacingly. He held the joint up in front of her accusingly. "Who's stash is this?"

"Nobodies. Certainly not mine."

"Don't lie to me. You know I hate liars."

Max swallowed hard, resisting the urge to jump in and protect her friend, claim the joint was hers and direct his anger onto her. _Chloe's got this. Just stay hidden like she told you to._

Chloe cast a brief, subtle glance towards the wardrobe, as if to reassure the silent spectator that she can handle the situation. "Just cut the crap" she replied, stepping into David's personal space, getting in his face. "You have no right to come barging into _my_ room like this. This isn't the army, and I'm not one of your little soldiers. You don't get to give me orders."

David glared at her coldly, matching her gaze like a lion sizing up his rival. He didn't miss a beat as he cleared his throat. "As long as you live in _my_ house, you _will_ follow my instruction."

"This isn't _you're house_ " Chloe growled, her tone darkening. "And you are not my dad! You may be married to his widow, but you will never replace him. You will _never_ live up to who he was." She lowered her gaze down to examine the tall, imposing man standing over her, raising a cocky smile as she returned his gaze to add "and judging from what I'm seeing here…you'll never match his performance in the bedroom, if you catch my drift." David's eyes narrowed as Chloe leaned in closer to whisper faintly into his ear, "little soldier."

The back of his hand flew out faster than anyone could blink, the loud crack of the impact against the side of Chloe's face making Max leap out of her skin. She clamped a hand over her mouth to muffle the crispy of alarm as she watched Chloe stumble back, eyes wide as she nursed a welting cheek with her left hand. David stood motionless, breathing slowly and shallowly as he stared down at the startled teen.

"I have had enough disrespect out of you" he said quietly, a dark shadow falling over his face. Chloe glared back up at him, grit determination etched across her expression, a refusal to look weak in front of the step-douche. But something in the way David was looking at her sent chills down Max's spine, who watched in shock as the broad shouldered man reached forward to grab hold of his stepdaughters wrist. "It's high time you leant respect" he said, his voice full of authority.

With a sharp yank, the Blackwell security guard pulled Chloe by the arm down onto her knees in front of him. She fell forward limply, still in shock from the backhand he gave her to notice when his hands unzipped his trousers. "There was a saying my old commander used to tell my unit whenever one of us started cracking wise in the face of his command…" he said slowly, reaching into his pants to pull out his 8 inch member. Max gasped at the man's penis as he held it out to his step-daughter, who finally looked up to see it hovering inches away from her face. Her mouth fell open as she stared at its size, captivated by how It twitched upwards growing hard in his hand. "Either shut your mouth up…" David continued, ripping the beanie of Chloe's head before grasping her blue hair and pulling her shell-shocked face closer to his waiting cock. She realized what was happening a second too late, her mouth still agape as she fell onto his cock, all while he finished declaring "…or put it to better use."

Max's hand covered her mouth as she watched Chloe take half the 8 inches into her mouth, gagging from reflex as it filled her throat. Her arms flew out to grasp the mans knees, pushing herself off of him to catch her breath. "Fuck!" She coughed, glaring up at him. "Ah you fucking insa…"

He silenced her by shoving himself back down her throat, watching dismissively as her eyes went wide staring back at him. She tried to push back but he held her head in place, two thirds of his cock inside her as he glared down. "Still think I'm not man enough?" He asked her. She grunted in replied, gaged by the dick in her mouth. Her hands were still clawing at his legs, but he didn't pay any notice. Max watched from her hiding place horrified. _What the hell do I do?_

"Now here's the deal" David say slowly, locking eyes with his step-daughter. "You can either stay on your knees and suck my dick until you can't speak anymore of your trash, or I can let you go and you apologize for your disrespectful behavior." Chloe stared at him as his grip on her head loosened, narrowing her gaze while he cocked an eyebrow. "What's it going to be?"

There was a long, drawn out pause as the two rivals watched each other silently, weighing their options. Chloe looked down at the dick in her mouth, carefully sliding it out of her mouth. But before she reached the top she stopped, casting another glare at the security guard. He narrowed his eyes back at her. Then, after hooking her hands around the back of his knees, she relaxed her jaw and slide back down his thick shaft, not stopping until her nose touched his navel, his entire length now sliding down her throat.

 _Holy shit!_ Max stared in shock as her best friend began giving David a blow job, bobbing her head up and down on his cock tantalizingly slowly, her gaze fixed on the man watching her like a furious hawk. _She really hates him that much?_ Max thought as she looked uncomfortably around the cramped wardrobe she was standing in. Moments ago she was considering bursting out of the wardrobe to save her, but chickened out when he got his junk out terrified of what he might do with it. _What he might do to her._ Now she was trapped here while this was happening. She couldn't leave without getting them both into even bigger trouble. But if she stayed…

Her gaze drifted back to the scene unfolding before her. She shouldn't be watching this, but something compelled her not to avert her gaze. _I should make sure he doesn't hurt Chloe,_ she told herself, none having the slightest clue what she'd do if it turned sinister. Nevertheless, Max's eyes were glued to the live show while she attempted to ignore the growing dampness forming between her thighs.

David Madsen stared down at his stepdaughter as she continued to suck on his dick. He wasn't expecting this outcome at all, assuming she'd be naturally disgusted by the idea and give in to his demands. "Very well" he grumbled, unwavering in his commitment to his threat. "If that's your decision.."

He reached down once again and grabbed Chloe around the back of her skull, pressing her down onto his cock with greater force. She made to resist at first, but then decided to just let him take control as he thrust his hips into her face, pounding his dick further into her throat. She moaned around his shaft as his balls slapped her chin repeatedly, staring up at the grunting man, watching him as he fucked her mouth with his dirty dick. _you like that asshole? You like fucking girls half your age, you dirty old man?_

She doubted he could read her mind and understand the insults she was mentally sending him, but that didn't stop him from grabbing her head with both hands and force himself upon her harder, so hard she started choking on his length. He fucked her throat raw until he finally groaned loudly, ejaculating into her mouth without so much as a warning. Her cheeks puffed out as the seamen leaked out from under her lips, unable to hold onto it all. She may have had the determination to give her stepdouche a blowjob, but there was no way she'd ever consider swallowing his cum. But the sheer amount was affecting her gag reflex and she had to strain against the impulse to swallow, her eyes watering from discomfort.

After an agonizing minute of waiting for David to calm down from his orgasm, he pulled himself out of Chloe's mouth to witness her spit out his seed onto the floor beneath them, nearly vomiting as she heaved for air. "Not as pleasant as you were hoping?" He queried.

She gave him a sharp, cold glare. "You're disgusting."

"And you're a brat" he replied, stepping back to look down at her. "Have you learnt your lesson?"

"Bite me" Chloe retorted, spitting the last of his cum onto his shoes.

He looked down at the spit, releasing a deep breath to cool his temper. _It'll take a little more discipline._ "Stand up" He order, reaching down to unlatch his belt.

Chloe cocked her head, slowing rising to her feet. "What next? You going to beat me?"

"In a fashion" he growled, pulling his belt out and looping it around his hand. Max watched from the wardrobe terrified he was about to attack her. But to their fortune, he merely grabbed her arm and spun her around so her back was to him. "Since you proved to be so receptive to a particular "punishment"" he said quietly as he grasped both her arms and yanked them behind her back. She winced as he took the belt and wrapped it tightly around her wrists, locking the buckle as tight as it would go. Chloe bit her tongue as the belt cut off any circulation to her hands, refusing to show her discomfort to her enemy.

Now restrained, Chloe was powerless to stop David as he reached around her waist and begin undoing her tight jeans. "Get off me you pervert!" Chloe screamed at him, but he clamped a hand around her throat, squeezing roughly to silence her.

"If you want this to stop, then you just need to apologize" he told her, hissing in her ear. She turned her head around to look into his eyes, her cold stare locking with his. She didn't say anything, holding her tongue. He growled. _Fine._

He finished unhooking her jeans and shoved her onto her bed, where she fell face first into the mattress. Her head struck the pillow with a startled grunt, struggling to roll onto her side with her hand bound behind her. She didn't managed to to move anywhere, David's hand upon her within seconds of the landing, yanking her jeans roughly down until they were halfway down her thighs. Once that was done he dug his fingernails into the fabric of her panties, where she heard a ripping sound as he toured a hole into them, exposing her wet pussy.

"Last chance to apologize" he warned, kneeling behind the tied up young woman, the head of his cock pressing against her entrance. Max was on the edge in that wardrobe, her eyes transfixed upon the scene she was watching while a guilty hand slipped under the helm of her leggings into her underwear, seeking out the aching clit too uncomfortable to ignore. She clamped a hand over her mouth as her fingers found her slit, muffling the moan escaping her mouth as she masturbated to the sight of her best friend being forced.

Chloe gritted her teeth as she strained to look back at the security guard. "Fuck you" she snarled quietly.

David grimaced, disappointed in her reply. He took her hips in both his hands, lined himself up with her crotch, inhaled slowly, then penetrated her in one swift, powerful thrust.

Chloe's scream ripped through the room in an ear piercing wail as David's cock sinned down to the hilt, her tight walls squeezing him like a vice. "Fuck!" She hissed gritting her teeth as he began to pump into her, hard and fast as deep as he could go. Her legs kicked out fruitlessly as he hoisted her hips up till she was on her knees, slumped over with her head planted in the mattress, forced to moan into the bed sheets with the support of her arms. David gripped her waist tightly as he pounded into her, his fingers leaving bruises on her exposed skin. He was still fully clothed, meaning every time he buried his dick into her pussy the cold metal of his open zipper would aggravate her clit, making Chloe squirm even more.

 _I can't believe this is happening_ , Max thought as she drove a second finger into her entrance, pumping furiously as she watched the Blackwell security guard fuck his step daughter. She hated what he was doing to Chloe, but she hated herself more for actually sitting by and enjoying the show. She'd even thrown caution to the wind and I zipped her jeans to give herself better access to herself, her core so wet not she could hear the slapping noises her fingers were making. She kept her free hand clamped tight over her mouth to muffle her moans of pleasure, fearing either would hear her masturbating in here. _What would David do if he found me? What would_ _ **Chloe**_ _do if she knew I was doing this?_

Max didn't have time to guess at the answer as her impending climax surged forward, just in time join David as he grunted more harshly, his breathing becoming labored. He was getting close. He let go of Chloe's hips and pushed her forwards, laying on top of her as he humped her back gripping the bed sheets.

With Chloe pinned under his weight, laying flat on her stomach as his hips jerked against her backside more forcefully, all the blue haired girl could do was submit and wait for him to cum, trying to ignore his hot breath on the back of her neck or his grunts in her ear. "You wanted this bitch?" He growled, behind her, grabbing her hair and pulling her head back, making her wince in discomfort as her neck was bent backwards to stare at the ceiling, arching her back against the broad chest of her abuser. "Is this what you wanted?" He asked her coldly, plowing into her even harder than before, so hard it felt like her cervix was about to shatter. "All you had to do was apologize" he told her quietly, hissing in her ear between groans. "Now I have no choice."

Chloe's eyes watered as she took the beating to her core, her body growing tired from the strain of being assaulted as such. Her breath had been knocked out of her a while ago, leaving her speechless as he thrust into her one last time, his cock breaking through her cervix and opening up her womb for him as he finally came. He ejaculated inside her with a long and exhasburated grunt, crushing her body under his weight. Chloe's body spammed involuntarily and she closed her eyes, unable to stop the reluctant orgasm that crept up on her, letting out a slow and erotic moan. Max couldn't hold on any longer, using both hands to catch the exploding juices from her crotch, her mouth hanging open in a wordless, silent howl as she climaxed alongside them, slumping to the floor of the wardrobe with a pleasurable sigh.

The three of them sat in silence as they waited for their orgasms to run its course, before David eventually pushed himself off the lifeless form of his step daughter. "Fuck" he cursed to himself, doing up his zipper before uniting Chloe's hands to retrieve his belt. "Fucking bitch made me…" He took a deep breath to compose himself, looking down at Chloe's body sprawled over the bed. After a long minute she managed to turn her head to eye the towering figure, lazily dipping him the finger before collapsing back against the mattress. He shook his head, leaving in a huff before slamming the door shut behind him.

Max sat on her knees watching him leave, a tiny pool of her cum forming between her legs, breathing in short, rapid pants, still coming down from her orgasmic high. She wiped her face in shame for getting off on the whole ordeal, only to be even more embarrassed to find her fingers covered in her cum. With a heavy heart she sucked her fingers clean, savoring the taste as she looked out at Chloe's immobile figure, worried if she was okay.

A closer examination put her mind at rest when she saw her best friend smiling.


	4. Chloe's Revenge Part 1

"Jesus, do you mind?" Chloe said angrily, falling into the ignorant role she played so well. "I'm just trying on clothes. Christ, you are paranoid."

"Yeah, well combat will do that to you" the ex soldier replied, scanning the room.

Chloe snorted in response, which predictably lead to another string of arguing and insults over the same all bullshit. _Have you touched my stuff. You don't talk to me like that. I'm a big strong guy and you're a brat. Blah, blah, blah._ The blue haired young woman cast a subtle glance midway through the heated exchange towards the wardrobe where Max was hiding, giving the girl a small smile.

"Is that grass?" David suddenly barked, marching over to the joint they'd left in the ashtray on the window sill. "Have you been doping up here again?" He asked his step daughter.

"Wow, guns, weed…you really are tripping balls right now" Chloe shot back.

"Enough of the disrespect" he growled menacingly. He held the joint up in front of her accusingly. "Who's stash is this?"

"Nobodies. Certainly not mine."

"Don't lie to me. You know I hate liars."

Chloe cast a brief, subtle glance towards the wardrobe to reassure the silent spectator that she can handle the situation. In fact, she was rather looking forward to it. "You're right" She replied him calmly, walking purposefully forward. "I'm sorry. It's mine, I lied. But I knew how angry you'd get and I like to push your buttons. You know me."

David was taken aback by the response, staring at her suspiciously. "You've been smoking this?" She nodded, and again he was caught off guard. "Why?"

"Because you hate it" she shrugged, taking another step forward. She kept her gaze trained on the man towering over her, purposely batting her eyelashes as she stepped closer to him. "To tell you the truth, I enjoy riling you up. Seeing you so mad, so…commanding…" she put her hand on his broad chest, feeling the solid muscle under his shirt as she leaned up to whisper in his ear "it really turns me on."

David straightened up as Chloe's words left her mouth, hearing the provocative tone in her voice. Suspicion gave way to concern. He knew this wasn't like anything Chloe would say, or even admit. "What are you saying?"

"I'm saying.." Chloe purred, reaching up to lace her fingers behind his neck, pulling herself closer so her chest pressed against his body. She could feel his strong heart beating against her bosom. "I'm saying I like watching you get mad at me. I makes me feel naughty, like I should be disciplined. I keep waiting for you to punish me like I want you to, but you don't seem to be getting the hints."

There was no doubt Chloe had David's undivided attention now. And even more obvious was how uncomfortable he was with the way his stepdaughter was quietly rubbing herself against him. He started to slowly take a step back as his hands rose to grasp her by the waist to push her away. "I think you need to step back now before…"

"Oh come on, don't tell me you've never thought about it?" Chloe giggled, remaining stubbornly too close to him as she grasped his hands with hers. As she held the mans gaze with a sultry stare she pushed those hands lower over her hips, guiding them to where she wanted them. "There must've been night where you stayed awake, lying in bed in a cold sweat, picturing me in a vunerable position, tied up, gagged, helpless, wearing nothing but my birthday suit? And you, the bug, strong soldier, claiming me for his own." She clamped his hands onto her backside, her bum particularly prominent in this tight pair of jeans. She heard David release a short breath when his palms made contact, but notice he wasn't in a hurry to remove them. _Dirty old man._ "Haven't you ever wanted to stick your little soldier into my tight, virgin arsehole?" Chloe asked him with a suggestive smile.

David was clearly uncomfortable, but he couldn't formulate any response to Chloe's remarks, or her advances. She playing into the hesitation as she reached up to casually fiddle with his shirt, humming sweetly as she began to unbutton it, revealing more of his bare skin. His breathing hitched with each undoing, become slow and controlled, holding back what was either a surge of fury, or a cry of lust. _This is making him horny I bet_ , Chloe thought as she pressed her palms to the soldiers torso, shoving him back onto a waiting chair.

He fell into the seat stunned, silently watching his step daughter saunter towards him, swaying her hips in a playful dance. "Chloe" he finally managed to stutter as she mounted him, straddling his hips and wrapping her arms around his shoulders. "I don't think this is really appropriate."

"Of course not" she agreed, leaning in to whisper in his ear "that's why it's so sexy, so fun…" her teeth grazed his earlobe, causing the older man to groan as his eyes fell shut. She stroked his jaw to hold his face towards her, smirking uncontrollably. "So dangerous" her voice finished quietly, her mouth hovering in front of his waiting lips.

There was a click as the handcuffs locked his wrists behind his back, and David's eyes flew open to see Chloe burst out laughing as she leapt off him. "WHAT?" He shouted, struggling with the cuffs pinning his arms to the chair.

"Ha! Got you, you sonofabitch!" Chloe hollared, flipping him both fingers as she bounced around in front of him. While David jerked at his new restraints he witnessed the emergence of Max Caulfield as she walked nervously around to stand by Chloe's side. "Great job Max. Real slick."

"Thanks" she replied, smiling broadly. _I can't believe we did it_ , she thought staring at the captive older man before them.

Flashback to a few minutes ago, Chloe had been dancing on the bed listening to her music when Max suddenly pulled her off the mattress in a frantic state, telling her her step douche of a dad was going to walk in any second. Chloe had wondered how Max was so sure, but knew David well enough to believe her. So she had the idea to prank him but pretending to seduce him to prove how perverted he was, getting max to use the handcuffs she "borrowed" from his stuff. She had other uses for them after all.

What Chloe didn't know was Max had her new powers to thank for this turn of events, rewinding time after witnessing David rape Chloe while she masturbated from the wardrobe. Of course she couldn't tell Chloe that, but was more then willing to get back at him before he could do anything.

Now he was here, what were they going to do with him?

"You absolute…" David growled, his breath hard and labored, a sign of his increasing temper being held back. He glared at his step daughter, his eyes burning red hot with fury. "You won't get away with this! When I get out of these, I swear you are going to…"

"Yeah, Yeah, Yeah" the blue haired punk rolled her eyes, reaching into her desk drawer to pull out a roll of duct tape. (Again, "borrowed") She tore off a strip and plastered it across David's mouth to silence him, leaving him effectively tied and gagged. "This is so cool" Chloe beamed as she flopped back onto her mattress, reclining back with a broad smile.

Max smirked as David turned his gaze onto her, shooting daggers at her while she glared back. "So what now?" She asked Chloe, glancing over to her.

She shrugged, sitting on her elbows to look at her captive. "I don't know. I always wanted him somewhat like this, but never considered what I'd do if I had him." She scanned the room for inspiration before throwing up her hands. "I got nothing. I say we just let him squirm for a few hours."

Max would've settled for that in another timeline, but not now. She stared at the gagged security guard, his eyes following her around the room as she paced in front of him, and all she could think about was the memory of seeing him hit Chloe, force him to suck his cock before fucking her on the mattress she was now relaxing on. She had never been so powerless before, except that time in the bathroom at school. And this time she had a chance to get payback.

_How do you punish a man for something like that?_

And idea came to her, a crazy insane one, but felt perfect for him. Her blue eyes surveyed the situation, analyzing his unbuttoned shirt and the telltale bulge in his pants. David saw her gaze shift and followed it, huffing angrily when realizing where her attention was. She smiled devilishly, an unusual wave of confidence washing over her. She knew what to do.

Without a word being spoken, Max sauntered over to the captive man and slowly kneeled in front of him, locking her gaze onto his as she ran a slender finger over his bare chest towards his navel. She felt him tense as her small hands reached up to ghost over his crotch and grasp his belt buckle.

Chloe sat up as she watched Max messing with his trousers, raising an eyebrow. "Max? What are you doing?"

She looked back at her best friend briefly to answer with "just a little fun" as she undid his pants, widening the zip to giver her aces to his boxers. Now she had a perfect view of the growing tent in his crotch and wasted no time in finding the opening, reaching in to grasp the object of her attention.

David growled loudly as her hand wrapped around his very large, very hard penis, lifting it out of his boxers for both girls to see. Chloe leaned forward as she saw the cock in Max's hand, visibly drooling. "Dude" she breathed, mesmerized by the member. "I know he's a complete douche, but damn that's a good looking dick."

 _I know right?_ Max held the long prick for a moment, getting a feel for its shape and size. She could feel it throbbing between her fingers, pulsing with his thumping heart. She glanced up to find him glaring at her so she squeezed every so slightly, reminding him who's in control now. She slowly started moving her hand, rubbing him up and down, massaging his cock, watching him squirm as she proceeded with the impromptu hand job. But she had no intention of stopping there. She had to push him as close to the edge as she could.

_And, admittedly, she'd been wanting to do this since the wardrobe._

Still watching David like a hawk, Max dipped her face as low as she could and reached out with her tongue, running the wet muscle along his length to the tip where she circled it around his crown. She watched him scrunch his eyes up letting out a dull groan from his gag as she retracted her tongue, opening her mouth wider to drop it over the tip.

"Holy shit" Chloe gasped in shock as Max took him into her mouth, watching in awe at her clumsy blowjob. "You're so hardcore" she marveled, secretly growing wet from watching her best friend work.

Max couldn't believe she was following through with this plan as her head bobbed on David's cock, sucking it roughly while fighting her gag reflex. _It's so much bigger than it looked_ , she silently marveled while staring up at the face of the handcuffed man who was squirming in his seat under the assault. His hips jerked in an attempt to knock her off him but only succeeded in forcing his dick further down her throat. She pressed her hands down on his lap to try and halt is movements so she could concentrate, though the dampness in her underwear were distracting enough. She could feel her nipples hardening inside her bra, her pussy lips dripping, her throat constricting around the pulsing cock it was massaging.

She nearly spiraling into a pleasurable, silent orgasm before a hand fell onto her back, snapping her awake to find Chloe gently grasping her shoulders to pry her off her step dad. "I'm sorry Max" she apologized, waiting for his dick to fall out with a pop before reaching over to grab the shaft, "but I need to get in on this."

"Are you sure?" Max asked, caught off guard as memories of her previous forced blowjob flashing through her head. "Chloe, you don't need to.."

"Oh, yes I do" she breathed, giving max a reassuring squeeze on the arm before guiding her face closer to David's cock. Max heard her mumble under her breath "too good to resist" before she plunged down to slather the large member with her eager tongue.

David groaned loudly as his step daughter attacked his manhood like a starved young woman, buckling his hips thrusting into the girl deeper. Between the two girls they were finally able to pin his waist down, giving them full control over the older man. Chloe hummed a tune around his dick as she chuckled it, relishing the chance to overpower her stepdoche. Max just sat there opposite her, watching with a smile as she waited for her to come up for air. "You okay?" She asked her, acknowledging how red her cheeks were.

"Fuck, who knew his dick would be so…" she caught Max's eye and smirked, causing them both to flush red. _Here they were giving David Madsen head. And they hate the guy._ "I think he's close to cumming" Chloe told her, glancing up at the heaving chest next to her.

Max analyses the way David was staring at them and how shallow his breathing was, deducing she might be right. "How close can we get him?" She asked.

She shrugged. "Want to find out?" She replied, holding out his penis to her.

Max licked her lips as she took the cock from her partner in crime and returned to sucking on it, paying attention to the subtle signals David was putting off. His hips trembled under their grasp and his breath hitched more and more, even as the two girls swapped three more times. They took turned licking his shaft and sucking the head until the man was just about to explode. Then with a nod from both parties, they left the poor man hanging right on the precipice.

David screamed through the gag over his mouth as the two girls leapt back to the bed, leaving him completely alone with a throbbing cock and aching balls, so in need to climax but unable to finish the job. He jumped and pulled at his restraints while cursing furiously through the gag at them, his eyes ablaze with hatred.

"Oh, he does not look happy" Chloe laughed, chortling with glee as she watched from the comfort of her mattress with Max by her side. "Oh this is the best day of my life. Thanks for this Max! You really are the best partner anyone could ask for!"

Max grinned sheepishly, wavering under the praise. But she did take pride in what they'd done to poor David. _Take that you rapist bastard!_ "Fuck, I can't believe we sucked his cock like that" she breathed, as if the reality of the situation just hit her.

"I know" Chloe gasped, taking Max's hand as she shook her head. "Fuck, I'm so hot right now, I feel like I'm need to…"

Her eyes found they're way to Max's as she looked back at her, equally as turned on as Chloe was right now. They could sense each other's ravenous hormones, their shared need to relieve the tension that torturing David had built up. There was only one answer to that problem and neither were about to pass it up.

_**To be continued…** _


	5. Chloe’s Revenge Part 2

It was Max who made the first move, lunging forward towards her best friend with reckless abandon. Chloe was ready for her as the two girl clashed, mouths mashing together into an intense, desperate kiss.

 _Fuck I'm so horny right now_ , Max's brain screamed as their bodies intertwined with one another, wrapping their arms around their shoulders and waists, legs kicking out wildly as they scrambled for purchase on the mattress. Their actions were so frantic neither of them had time to comprehend what they were going, What they were going to do. They were just lost in the moment of hormones and sexual tension.

Chloe showcased the higher degree of experience, strategically probing Max in all her available sensitive areas while she groped wildly. The brunette was forced to break the heated kiss to in order to moan as Chloe found a particularly alluring spot in the small of her back, pressing it gently drawing a hitch in Max's breath. "Holy shit" the photographer gasped as she moved down to her neck, kissing her slowly but in a heated embrace. Max's mind struggled to keep up as she felt Chloe's hands snake under her shirt, running along her spin and rubbing underneath her bra. Her mouth hung open as she moaned again, a new sense of pleasure filling her body.

"You like that?" The blue hair punk asked her, pausing briefly to examine her friends face, worried she was moving too fast. Max nodded eagerly, unable to formulate a sentence. Chloe just chuckled, leaning in to recapture her lips with hers. The slim form she was holding trembled, puty in her hands. She wanted to just rip her pants off and dive between her legs, taste the sweet nectar she could only imagine was flowing under those clothes. But Chloe could tell Max was new to this, so she needed to be slow, take her time, ease her into it.

The two lovers were interrupted by a faint shuffling from the chair David was tied to. Reluctantly the make out session was cut short to drag their attention back to their captive, who was still gaged and handcuffed with his erect cock hanging out of his trousers where they left him glaring at them. "Enjoying the show asshole?" Chloe asked sarcastically, flipping him the finger as she made to push herself off the bed. She turned apologetically back to Max as she sat up, "just let me get rid of this pervert. Should only take a moment."

But Max surprised herself by reaching out to catch the girls arm, pulling herself up to kneel before the girl whispering "let him watch." Chloe stared dumbstruck as Max took her face in her hands and pulled her into a kiss, taking control as she dominated her mouth with her tongue. Sharing David's dick with her early had turned Max Caulfield on, but getting to make out with her while having his angry stare as an audience was the hottest thing she could imagine right now.

Chloe was smart enough to take her up on the offer as she rose up into the passionate embrace, on her knees with her arms circling her hips, pressing her chest against Max's. They could feel each other's breasts pushing against each other, Chloe's evidently more larger and fuller than Max's, but the punk could feel her hardened nipples through the fabric. She decided she needed to feel more of Max and less of her fashion as she peeled her jacket off her shoulders before reaching down to grab the hem of her T-shirt.

Max looked Chloe in the eyes as she raised her arms up, allowing her to undress her. Now left with her bra Chloe was free to touch her bare skin, even leaning down to kiss along her collarbone. Max let her explore her body as she feebly pulled off her beanie, stroking her blue hair between pleasurable sighs. She glanced across to David, who was watching them like a hawk. Her blue eyes drifted down to the twitching cock in his lap, reminding herself how close they left him to exploding.

"I think we're arousing him" she whispered in Chloe's ear, leading to her partner to looking over to check out the situation. She nodded as she turned back to the brunette. "You are very arousing" she told her in a sultry tone, pecking her on the lips making them both giggle. She whipped her head back to David and warned him "you'd better not cum watching us, you perverted old man."

David growled through his gag as he yanked at his handcuffs, fruitlessly attempting to break free as Chloe hooked a finger under Max's chin, turning her back to gaze into her eyes again. They continued with the kiss, stroking each other gently as Chloe carefully reach around Max's back to unhook her pink bra, saying nothing as she pulled them over her arms and tossed them aside. Max looked down at her bare chest, slightly embarrassed at how flat her chest was compared to Chloe. The punk didn't care as her fingers ran circles around her small mounds, gently pinching her nipples between her finger and thumb, making the photographer moan.

"Max?" She said quietly, locking her eyes on hers to show how serious she wanted her to be. She returned her gaze waiting patiently for her to finally ask "have you ever been with another girl before?"

She took a moment to consider her answer, eventually responding with a brief nod.

"Really?" Chloe asked surprised.

"Once" Max confirmed sheepishly. "What about you? Have you ever…"

"I've…experimented" she replied, grinning devilishly as she rubbed her nose against Max's, staring at her playfully as she pressed her palm between her breasts, pushing her onto her back. "What me to show you?" She asked, pulling her white vest over her head to reveal her black bra supporting her bust, her tattoos running up her right arm to her shoulder.

Max stared up at the sexy punk girl hovering over her, biting her lip as she watched her reach down and start to fiddle with the clasp of her tight jeans. "Yes please" she breathed shallowly, her stomach fluttering with excitement as her best friend undid her pants and slowly dragged them down her legs. She ran her fingers over the ticklish flesh on the inside of her thighs, moving along to the damp underside of her light grey panties while Max kicked off her shoes and jeans, leaving her in her underwear. Chloe bit her lower lip as she studied the petite brunette beneath her, contemplating her next move. Max sat up on her elbows to watch her as she surveyed her body, loving the way she looked at her.

The girl returned to her face, kissing along her freckles before seeking out her lips once more. Max sighed into her mouth, momentarily distracted while her lovers hand slipped into her knickers to clasp her moist pussy. Their kiss was interrupted by a sharp inhale as her fingers teased her opening, rubbing circles around her clit, eliciting a moan. Her hips jerked up into her hand, eager for more attention. Chloe smiled as she toyed with the photographer, adoring the way she squirmed underneath her. _So wet,_ she mused, listening to Max's increasingly frantic breaths. _She must be close already._ Not willing to tip her over just yet she pulled out her hand, hearing a disheartened whine from her partner while she examined her fingers. Coated in her fluids. "God, you are soaking wet Max" she said casually, ignoring the pleading eyes trained on her, bringing her hand to her lips to suck them clean.

"You make me so wet" Max pouted, staring at the teasing punk lying on top of her. She rubbed her thighs together, so hot and horny she felt like she'd die without her touching her, without her _inside_ her.

Chloe hummed as she tasted Max on her tongue, stroking the girls cheek as she regarded her with playful eyes. "You're so cute when your horny" she said quietly, rolling over to her side to rest her head on her elbow. "Take off your clothes" she ordered.

"I already have" max joked.

"The rest of them."

She did as she was told, hooking her thumbs under her panties and sliding them over her feet, even removing her socks, leaving her completely naked on the bed. She lay there self consciously, looking at the two people in the room staring at her. David regarded her coldly, though his cock appeared to grow an extra inch when he saw her laid out before him. Chloe similarly appeared excited, but was more adept at hiding it. Once Max was in position she reach over to plant another kiss on her lips, letting her taste herself on her tongue. She tasted good. "Please" Max whined, the excitement becoming unbearable in her loins.

Chloe licked her lips as she trailed her hand over her stomach, trailing lines across her belly as she drifted closer to their navel before finally reaching down to her throbbing slit. "This girl you've slept with?" Chloe asked her, a playful smirk across her face as she leaned closer to her ear, her warm breath tickling her neck. "Was she good?"

Max didn't want to answer that question, choosing to remain silent out of respect.

Chloe raised an eyebrow, but didn't push her. She leaned closer to whisper "did she do this?" As her fingers suddenly penetrated her core, slipping inside easily as Max's legs parted to greet her.

The girl moaned huskily as Chloe drove her fingers in deep, curling them upwards to graze her G-spot, causing her back to arch off the mattress. "Holy shit!" She gasped, clutching the sheets as her hooked fingers thrust inside her, her hips buckling in response. _No, she didn't,_ her mind screamed as Chloe fucked her in a way she'd never experienced before. Her body convulsed in an endless stream of fits and jerks as Chloe fingered her, sending waves of pleasure up Max's spine with each expertly crafted flick of the wrist.

The punk girl lay beside her girlfriend, grinning proudly as she watched her lover cry out a string of curse as her body writhed on the bed, her hips buckling as Chloe slipped a thrice finger into her pussy, stretching her wet cunt wider and drawing out a fresh scream of escasty. "Oh fuck, oh shit, oh god…" Max gasped, running out of breath, clinging to the sheets as she convulsed, her body on fire. She gazed up at her lover, her mistress, full of desperation. "I'm gonna…I gonna…!"

"Cum for me Max" Chloe whispered, leaning in towards her sweating face, delighted when the frantic girl lunged up to grab her for a lustful snog to stifle her screams. She could feel her thighs clenching around her hand, finishing her off by pressing hard on her clit with her thumb, burying all four fingers as deep as they'd go.

The petite young brunette lost it as she screamed, her voice bouncing off the walls as she climaxed, her walls crushing Chloe's fingers as they drenched her arm in fluids. The girls froze as Max rode her orgasm all the way, her eyes rolling into her head as she collapsed onto the bed. Chloe smiled broadly, in love with the erotic sounds coming from her.

There was a sudden and desperate groan from behind her, and when Chloe pried her gaze away from Max's trembling body she felt something splatter over her back, something warm and sticky. She looked back to find David slumped in his chair, his eyelids heavy as his penis slumped over, seamen dripping from the tip.

"Damnit, I thought I told you no cuming" Chloe said, faking her outrage, secretly exhilarated by the fact their little sex show got him to explode. Leaving him to smolder in his own humiliation she pried her hand out of Max's cunt, lowering her body carefully on top of her to nuzzle her cheek. "You okay?" She asked.

Max was in a daze, but managed to nod as she regained her breath. "Holy shit" she muttered, wiping her face with both hands as she looked up at Chloe.

"That was hardcore Max" Chloe smiled, presenting her sticky hand to her before smearing it over her freckled nose. "I always took you for a screamer. That must've been quite the orgasm."

"You have no idea" Max laughed, still breathless. She relaxed as she felt Chloe's fingers rub over her features, opening her mouth when they ran along her lips to allow them access so she could lick her hand clean.

"So" Chloe asked patiently after Max had finished cleaning her fingers. "Who fucked your brains out better?"

"You! Definitely you!" Max declared, reaching up to pull her head down to share her cum with her tongue.

The blue haired beauty rejoiced as she embraced her, kissed her vigorously as she began grinding between her thighs. "Good" she replied between kisses, working around her jaw and neck while Max moaned softly. "Whoever this mystery girl is…I think we should get together sometime…and compare notes…"

It didn't take long for the two girls to be getting back at it again. They got so engrossed they completely forgot they still had a captive stepdouche tied up and gagged in their room, forced to watch the two horny teenagers fuck each other for even longer.

For David Madsen, this was worse then torture.


	6. Victoria takes a Shower

Victoria watched her friend Taylor leave the bathroom, silently tutting as she returned her attention to the mirror to apply her make up. She wondered why Taylor bothered hanging around her, not that she was against the company. But the way she was talking about her and Nathan Prescott, as if she'd ever go there.

Although, there had been a few occasions she'd had the opportunity to admire the rich boys "assets" where she wouldn't have minded getting to know him more intimately. But she had her eyes on a much bigger prize.

For now, tormenting Kate about her little viral video was more than enough to keep her busy. Happy to add fuel to the furnace she took out her lipstick and wrote the link to the website across the reflective glass, knowing it'd be seen by everyone in the dormitories. She gazed upon her handiwork and smiled, returning to checking herself out before witnessing something materialize in the reflection.

"What the fuck?" She uttered just as a hand shot out and grabbed her wrist, pulling her back into one of the shower stalls.

Max Caulfield had just started the shower when Victoria entered the room and started harassing Kate. Her first impulse was to get out there and stand up for her, but opted for staying put in case she had an opportunity to turn this to her advantage (and to avoid Victoria altogether). So when Kate and Taylor left leaving Victoria on her own, Max was prepared to wait it out until she left. But when she saw her writing the video link that had been tearing Kate's life apart on the bathroom mirror, she decided enough was enough.

In that moment, Max Caulfield chose to be reckless and assertive, taking control and seeding revenge on her unofficial nemesis. Besides, if it all goes wrong she can just rewind time (which she'll probably do anyway).

While the blonde girls back was turned, Max stepped out of the shower, wearing nothing but her birthday suit and reached out to grab her by the wrist, yanking the startled girl into the stall with her and pulling the curtain closed concealing them both within. With a surprising burst of speed Max pinned Victoria to the damp wall on her right, pressing her weight against her so she couldn't move. Victoria stared wide eyed at the smaller girl, too stunned to fight back and overpower her. The shower was still running spraying water all over the stall, raining across Max's shoulders, meaning now Victoria was caught in the crossfire, her fashionable red jacket and black miniskirt and grey tights getting wet as she stood inside the stall.

"Max?" She stammered, her startled green gaze turning to a glare as she regained her composure. "Like, What the hell are you mphft?"

Max clamped her hand over Victoria's mouth to silence her, fixing her with an intense blue gaze. "Victoria, just this once" she said slowly, holding her nerves together long enough to go through with this impulsive act, "I'm telling you to shut the fuck up. Okay? Cool."

Satisfied Victoria was sufficiently caught off guard, Max let go of her mouth so she could quickly grab both her wrists before she could wriggle free of her grasp, pinning them to the wall by her side. The blonde girl continued to glare at her, but Max could see hold hard she was trying not to glance down at her naked body. Strangely the young woman didn't feel the slightest bit self-conscious right now, in fact rather empowered by how dominant she was being. "What do you want dork?" Victoria asked coldly.

Took a moment to think about her answer before deciding to cut straight through the bullshit and lunged forward planting a kiss on Victoria.

The girl froze in disbelief, instinctively leaping back to break away but discovering her back was already to the wall leaving no room for escape. Max leant into her body, dominantly overpowering the shell shocked young woman as she pried her mouth open to slip her tongue inside, exploring deeply with a gluttonous moan. When she finally broke the connection, Victoria was left speechless while Max just chuckled. "What's wrong?" She asked with a smirk? "I thought you'd be into this, What with how much publicity you keep giving that video of Kate." She crept forward to tease the blonde with another peck, who immediately turned her head away to deny her. "Or do you rather just enjoy watching instead of partaking?" She asked slyly, instead showing her affections to her exposed neckline.

Victoria hissed through gritted teeth as Max's teasing lips caressed the soft flesh of her neck, unwilling to let herself get entranced by how hot she was getting. The idea of the young brunette seducing her made her want to vomit, but a part of her was getting incredibly turned on by her confidence. Her body temperature rose steadily the more Max kissed her, gently grazing her teeth along her skin bringing out goosebumps. When she dug a little harder, leaving a hickey on her collarbone, Victoria had to bit her lip to stop herself moaning. The little matter of the two of them still standing under running water just excited both of them, soaking the blondes clothing making everything cling to her slim body.

Max was particularly aware of this fact and was growing impatient of hoping Victoria would come around to undressing herself. Once more taking the initiative she risked letting go of her wrists to quickly grab the bottom of her red blouse, the fabric soaked through turning it several shades darker. Victoria realized her hands were free too late, looking down in time to find Max pulling the blouse over her head in a hasty effort to remove it. The result was the article of clothing got stuck once it lifted above her armpits, the sticky fabric getting tangled with her arms and caught around her head, leaving the screaming blonde trapped in her own fashion.

As the young woman struggled against the blouse, Max couldn't help but smile at the turn of events as she turned her attention to the revealed yellow shirt underneath. Like the rest of Victoria, it was soaking wet making it virtually translucent enabling the girl to see the heaving bust hiding underneath, framed neatly within a red bra that gloriously presented her assets. "Wow" she whispered, marveling at a treasure she couldn't imagine many guys getting to witness.

Victoria screamed again, feeling Max's eyes on her and straining against the blouse, afraid of tearing the fabric but desperate to break free. Max made a loud sigh to torment the girl while her small hands toyed with the helm of her shirt, calmly running over the buttons running between her breasts. She could feel her body trembling underneath her touch and took great joy in hearing her gasp loudly when she tore the shirt open, buttons flinging across the stall as the fabric peeled away from her chest, leaving her open for max to dive in and enjoy.

The shirt didn't come undone the whole way, the few intact buttons sitting just beneath the bra, enough to give Max clear access to the pale skin between Victoria boobs as she kissed her way down her front, cupping her breasts with her hands as the young woman squirmed against her. She twisted her torso trying to shake her off while her arms were trapped above her head, the blouse starting to smother her the more she struggled. Max pressed her back against the cold wall while she motor boated her chest, blowing a raspberry into her tits, squeezing them methodically. After a few minutes of playing she braved a peek under the soaking undergarment, carefully pulling the bra down to briefly reveal her left nipple, overjoyed to find it fully erect. Max quickly kissed it with a giggle, running her tongue around it and suckling the nub before covering it up again so she could help the blonde out of her blouse.

Victoria was red faced when Max finally pried the fabric off her head, partially due to the feeling of nearly drowning and partially due to the ministrations Max was delivering to her body. When she felt her bite her nipple she nearly died, unwilling to admit how good it was starting to feel. She gratefully threw the blouse onto the tiled floor, heaving in air as Max comfortingly combed her soaking wet hair with her fingers. For a moment she forgot she was being held captive by the younger brunette, simply leaning against the wall breathless while Max cupped her cheeks and pulled her into a steamy kiss.

She woke up to the situation when she felt her lips connect with the girls, instinctively moaning into the kiss as the naked photographer dove back into her mouth, moving deeper. She brought her hands up to push her away until her palms found her small breasts, pulling away from embarrassment while Max stepped closer, pressing against the shuddering blonde. Victoria's hands wavered around her glistening form, trying to find purchase that didn't feel _intimate_ , her fingers unintentionally drifting over her back and arse before grasping her shoulders. Max however hooked her arms around her waist, tightening her hold on her to stop her pushing her away, their boobs crushing into one another.

"Fuck" Victoria groaned, the regrettable rush of hormones to her extremities heightening her sensitivity. Her body was betraying her to Max's advances and the girl was picking up on it, grinning wildly as she kissed along her jaw to her earlobe. "This has to stop" she breathed, fingers clawing into her shoulders trying to ignore how wet she was getting below her skirt.

"Then tell me to stop" Max said confidently, breathing directly into Victoria's ear as she waited for a response.

The clothed photographer opened her mouth, ready to finally tell her to go fuck herself, but to her horror her voice refuse to do what her brain told it, instead releasing a pitiful whine.

Max looked up at her desperate green eyes and smirked as she grabbed the girls waist and spun her around to face the wall, pushing her against it with a firm hand on the small of her back. Victoria let herself be manhandled, her hands pressed against the damp surface with her feet nervously rubbing together. She glanced back at the naked young woman, who was looking over her with a predatory gaze she'd never suspected Max was capable of. Her free hand lifted her miniskirt to reveal the blondes firm backside, the sight of which brought a smile to Max's lips.

Seconds later, Victoria was yelping from a harsh smack.

Max considered spanking the young woman, but her heart wasn't into the idea of punishing her like that. She was too impatient and wanted to get a taste of her already. Without saying a word she trusted Victoria not to move as she removed her hand from her back, kneeling down under she was looking up at her rear. Victoria was wearing black tights that ended at the top of her thighs ( _they look sexy on her_ , Max thought) and black panties under the skirt. The shower had drenched the two girls by now but Max swore she could see a telltale damp spot on the underside of the underwear not from the running water.

 _I could spend hours teasing her like this_.

Her impatience got the better of her however as she peeled the underwear off of Victoria and pulled them down her long legs slowly, gazing upon her bare arse and dripping womanhood. _So pretty, I can hardly choose_ , Max drooled.

Victoria felt her fingers probing her sex and flushed red, quickly clenching her thighs together in an attempt to deny her entry to her aching pussy. Thought she may have dispelled the immediate threat, she doubted her body would willingly put up a fight if Max chose to venture further.

Unfortunately, that wasn't to be her target.

"Are you enjoying yourself yet?" Max asked innocently, giving Victoria another smack with her palm. The girl shuddered on reflex as she let out an exhastberated moan, once more disgusted with herself. The naked girl chuckled as she got settled on her knees, licking her lips. "Just try to relax, and it'll all be worth it."

Without further hesitation, the freckled young woman grasped Victoria's cheeks with her fingers and lunged between them, her tongue farting out to plunge inside the welcoming virgin hole of her back entrance. Victoria's breath caught in her throat as her arse was penetrated by the slick muscle, her mouth hanging open in a wordless cry. She'd had never experienced anything like what was happening, but _oh god help me, it feels so good._

The breathless blonde panted the further her naked consort explored, her knees shaking as she leant on the cold wall for support, water raining from overhead, Max licked inside her thoroughly, wrapping her arms around her thighs to hold her still so she could mush her face as hard as she could in the crack of her butt. It felt exciting and dirty, a thrill the younger girl wasn't accustomed to. Who knew eating out a girl was so much fun. _And Victoria Chase of all people!_ _Nobody would ever believe this._

Max could feel Vctoria's pussy leaking fluids down her legs and arms, sensing how hot and bothered she was making her. The rising pitch in her gasps and hitches supported the prognosis. She hummed into her meal, feeling a similar sensation forming between her own legs as she unraveled one of her arms to play with her clit, stimulating her throbbing cunt.

It wasn't long before the reluctant lesbian found herself cascading into a much needed climax, closing her eyes and submitting the to powerful thrill of bursting with pleasure, screaming with veiled joy as she clung to the stone wall, one of her nails chipping. Max held her tight as she rode the orgasm, her free hand reaching up to press hard of the girls sensitive clit to make her scream, grinning from ear to ear. Breaking away from the clenching orifice she looked up at the panting young woman, red faced and humiliated. She stood meekly in the shower waiting for the euphoria to pass, grateful for once it was just her and Max Caulfield in the shower to see this.

Then she heard the sound of a camera click as a white flash glinted off the water droplets on the wall.

Whirling around she witnessed Max rising to her feet and taking a step back, lowering the Polaroid camera from her face as she smirked. "Smile" she said teasingly.

Victoria shared in horror as the photo was developed instantly, lunging forward to grab the picture. Max proved faster though, snatching it out of her reach to shake in front of her eyes. "Give it to me!" Victoria shouted, desperation in her voice as she lunged for it again.

Max didn't evade her, but somehow manuvred herself to collide with her body so the girls face planted itself into hers to steal another kiss. She retreated back in surprise, glaring at the smiling brunette as she stood confidently in front of her. She looked at the Polaroid in her hand, wondering if she'd believe she used her time travel powers to grab the camera from her room and rewind back to this moment just to get this perfect shot. And now she was quite evidently at her mercy.

"You want this back?" Max asked her, showing her the image of Victoria in the shower, the perspective under her mini skirt with a perfect view of her glistening butt and soaking pussy, her face filled with pleasure and humiliate.

Victoria stared at max intently, her green eyes full of hate and desperation. "What do you want?" She asked, her voice shaking pleadingly.

Max thought about what her demands should be a moment. She could get her to do anything right now so she had to be smart. "First thing," she began, talking purposely slowly. "You need to stop harassing Kate. No spreading the video around, no teasing or mocking, just leave her alone."

Victoria huffed but nodded in agreement.

"Secondly, just…stop being a bitch. You're a great photographer but a horrible person. Try to be nicer to people, or I will started talking about our little day in this shower."

She glared at her menacingly but held her tongue, hesitating before giving her a curt nod.

Max smirked, happy with the outcome of the extortion. But she had one more important thing to do. "And finally" she said, her voice full of smug confidence as she stared back at the waiting young woman. She cast a glance down at herself , making sure Victoria was following her signals, "making you cum has got me really horny. Would you mind returning the favor?"

Victoria stared Max for a long minute of disbelief and silent objection, but Max just held up the photograph again and tilted her head. With a disgusted eye roll and a heavy sigh Victoria took a step closer to her, glaring at the blue eyed devil as they stood face to face. She made one last effort to grab the evidence until it was snatched away, forcing her to conceit defeat as her hand fell onto Max's chest. Feeling the blondes hand on her boob got Max excited, reaching up with her empty hand to caress her neck and pull her closer, stealing another kiss from her lips. The look of distaste told her she wasn't in the mood for foreplay so they just got down to it as Victoria slowly sank lower down, positioning her face before Max's waiting pussy.

The freckled young woman hummed to herself as Victoria psyched herself up to touch her private area, stroking her blonde hair and gently easing her head closer to spur her on, eventually sighing in pleasure. "Finally we found a good use of that big mouth of yours" Max chuckled as her rival began to indulge her, closing her eyes to enjoy her shower.


	7. Caught in Nathan’s Room

**Summary for the Chapter:**

> This one took a dark turn, so be warned: non consent/rape in this chapter. (you've bee warned, read at your own risk)

Max quickly realized she'd run out of time when the door to the dorm room swung open and Nathan Prescott entered his room. He stopped suddenly when he looked up and found her staring back at him, his blue eyes suddenly darkening as it turned to a glare. "What the fuck are you doing in my room?" He growled, his voice so edgy Max felt her knees tremble.

_Oh crap I'm dead._

Max quickly looked around for inspiration, looking for an excuse to explain why she was snooping around in his dorm room. But she came up empty as she glanced towards the door. Nathan seemed to notice her gaze shift and suddenly spun around slamming the door shut behind him, locking it from the inside.

_Shit! Okay, think fast. Why might you be in here? To see Nathan, of course._

"I'm…" Max stammered, her face turning red as she clasped her hands behind her back to stop them shaking. "I'm… waiting for you. I wanted to… see you."

Nathan narrowed his gaze distrustfully, taking a menacing step closer to the nervous and secretly terrified girl. "You wanted to see me?" He echoed, looking around the room making sure everything was where he'd left it. Max's own blue eyes followed him cautiously. She'd been careful in her search and made sure not to disturb anything he'd notice but couldn't guarantee he wouldn't see something out of place. "Why would _you_ want to see me Maxine?" He asked turning his gaze back on her.

The way he used her full name sent an icy chill down her spine as she thought of a response. "To…talk. About… um… your work. Your photos. I saw some of them… in… mr Jefferson's class. They were really… interesting."

_More like creepy, bizarre and horrifying._

Nathan took a step closer and Max instinctively backed away, colliding with the boys cluttered desk limiting her ability to escape as he slowly closed the gap. "Interesting?" He queried towering over her.

"Yeah" she nodded, hiding the gulp she swallowed being this close to the boy. She attempted to scoot away but her back was now up against the desk she was practically sitting on it. "Yeah, they were… you have incredible talent. I just wanted to know… how do you get such… vivid shots like that?"

He looked down at her suspiciously, taking in her auburn brown her and freckled nose and petite figure, searching for signs of deception. Max's heartbeat was racing as he examined her with his heated gaze, fighting hard to keep her breathing steady and stop herself from sweating profoundly. He was so close now she could feel his hot breath on her face.

Without saying a word he took a step away and reached over to a tripod where a very expensive camera was stationed. Max watched him turn it to face them and press a button on the top, turning on a flashing red light. For a moment she feared it was recording them, but she recalled the specs she found while searching. It wasn't a video recorder, it was a really high need DSLR. Only capable of taking snapshots.

"I just have a natural talent and a good eye" Nathan finally answered, leaving the camera alone as he turned his attention back to the girl, stepping closer again and placing his hand on the nearby wall bring them face to face, nose to nose. "I can see what others don't want to see. What they don't want to admit even to themselves. Like right now…I see you, and see you didn't come here to talk about my photographs?"

 _Shit._ Max shivered slightly under the rich boy's piercing gaze, glancing once more to the locked door hoping Chloe would come charging in to rescue her. _Where is Chloe?_

"So why are you here Maxine?" Nathen asked coldly, purposely planting his other hand inches from hers so she could feel him entrapping her on his desk, sealing all methods of escape as he stared into her eyes like a dangerous predator.

_Quick Max, think of something. Do something! Anything!_

With a sudden burst of desperation and insanity, Max shot forward and kissed Nathan in the lips. The boy jerked away in surprise leaving them both shell shocked.

_Anything but that! Why did you do that?_

Nathan stared at her for a moment before his face broke into a smile. "Well" he said with a predatory glint in his eye as his hand fell onto her hip. "You should've just said so."

Before Max could object his lips was on hers returning the kiss. She stared wide eyed at the boy as he made his move, her mind going a mile a minute telling her to escape. But when she tried to pull away his hand shot up to grab her by the back of the head, holding her against his face forcing his tongue down her throat. All she could do was claw at his chest, distraught to find him much stronger than her when she heard a faint click.

Her eyes turned to the sound but didn't see anything out the corner of her eye. _Never mind. I have a much bigger problem._

She let out an objective moan as Nathan ground his mouth upon hers, trying to break his hold when she felt his hand leave her neck to drop down to her boob. "Wait!" Max cried out as he groped her through the shirt, her face turning red as she finally broke away from him.

Nathan reacted too fast, his hand promptly leaving her chest to latch around her neck. "This is what you wanted, right?" He asked with a growl, his tone making Max's knees tremble again. "Isn't this why you came here Maxine?"

"I…" Max choked, looking panicked as his gaze burned through her menacingly. She couldn't tell him why she was really here, but she couldn't picture a way of rejecting his advances that wouldn't lead to him hurting her. _He has a gun somewhere,_ she reminded herself. _Maybe I could use my powers, but it's kinda hard to concentrate when I can barely breath._ "I… just think we're moving too… fast."

"I don't think we're moving fast enough" Nathan replied, squeezing her neck a little tighter, leaning in to force another kiss upon her. "You wouldn't want to disappoint me Maxine. Now… I want you to do something for me."

Max struggled for air, grabbing at his vice grip fighting back the tears in her eyes. She couldn't show him how scared she really was, she got the feeling that's what turned him on. She could feel his erection against her thigh growing larger the more she struggled. She quickly nodded, hoping he wasn't going to be too creepy and let go soon.

"I want you to take your pants off, slowly" Nathan ordered.

_Oh god, please let go soon. I can't use my powers like this._

Reluctantly, Max Caulfield released his hands and reached down to fiddle with the waistband of her jeans, undoing the buttons and pulling down the zip. With the cocky rich boys eagle eyes watching her she pushed her jeans down her legs as far as she was able, which was as far as her knees. "I… can't…" she gasped, his grip still around her neck.

Nathan just smiled, nodding approvingly. _He's humiliating me. Shit, this is sick._ "Now undo my trousers. It's getting rather uncomfortable down there."

With great hesitation she reached out with trembling fingers and unclasped his belt buckle, feeling sick in her stomach as she looked down to carefully pull his trousers over his large bulge. Once again she couldn't lower them far, but that's not what he'd intended. Sensing his next request she closed her eyes and carefully pulled his underwear down, feeling his erect cock spring up into her palm.

"You like that?" He asked her mockingly as she cringed, instinctively wrapping her fingers around him. _This is so gross. Fuck._ "Just wait till I put it somewhere special."

In a blur of movement Nathan hand let Max go, leaving her gasping for breath and coughing furiously while he hastily pulled off his jacket and shirt. When she looked up again she found herself staring at a bare chested young man with evil intention towards her. Before she had a chance to react once again his hands were on her, clasping her shoulders and pulling her in to kiss her neck roughly. She cried out when she feel him bite her soft flesh, leaving hickeys as he dug into her collarbone.

She heard the click again. In fact she thought she'd heard it two more times while she was undressing them both. With her head free she took the chance to look again at the source of the clicks. Her eyes found the camera Nathan had set up earlier, realizing what was happening. "Oh fuck" she whispered. He'd set the camera to a timer, recording everything they were doing frame by frame. _A pornographic slideshow. That's so creepy._ Max hated being the subject of anything ever, and never really liked the idea off recording herself doing it with anyone. She may have taken a few selfies here and there (in another life even sneaked one while she and Chloe were sharing her bed), but would never do anything like this.

"Nathan!" She tried to talk between being molested by the rich boy, crying out again when his teeth suddenly clamped down on her shoulder. _That's not a hickey, he just literally bit me. And it hurt!_ "Nathan! I… We… we can't do this. We shouldn't…"

"Don't tell me what we shouldn't do!" He snarled whirling his eyes back on hers, his hands flying down her arms to pin her wrists behind her back.

He pulled her arms back so hard she felt them nearly pop out of her shoulders. "Nathan, please" Max pleaded, her eyes welling up from the discomfort. "Ow, your hurting me."

"Shut up!" He snapped. "I can do whatever I want. You don't know who I am, what I'm capable of. I own you now." He adjusted his hold over her until her wrists were held using one hand, leaving his other hand free to yank her shirt over her chest revealing her pink bra. With red tear streaked cheeks Max grimaced as his hand slipped under her undergarments and groped her body purposefully, harshly. "I can do anything I want to you."

"Please… Nathan, I don't want…" Max pleaded onto deaf ears as he grabbed her hips and lifted her onto his desk, forcefully spreading her legs and positioning himself between them. Max scrambled for purchase amidst the clutter trying to dislodge him until his hand clamped around her throat again, pinning her back against the wall while his curled finger pulled her panties aside to show her small pussy entrance. "No, please… Nathan! Don't…AHH!"

The penetration was rough and violet, giving her no time to adjust or prepare as his thick rob thrust into her tight walls forcefully, tearing her open with a painful scream. "Fuck, that's so tight" he muttered grabbing her thigh and plowing into her as hard as he could. He gave no consideration for the girl as he fucked her roughly, ignoring her pleas and screams as he pumped his dick into her tiny vagina.

All Max could feel was pain and discomfort, her body going limp as Nathan Prescott raped her teen body against her will. She wanted to cry but couldn't bring herself to do so, refocusing her brain to think about anything but what was happening to her. She thought about Chloe and Rachel and Kate and Warren and her powers and the "Everyday heroes" project. And through it all she cloud hear the camera taking picture after picture of the violent act. _Just let it happen. It'll be over soon._

She got no pleasure at all from the ordeal, but that didn't stop Nathan from getting off on the crime. The bright side was his stamina was terrible. No sooner than 90 seconds had pasted before he was groaning and buckling. "Oh fuck, yes. I'm going to cum. I'm going to cum inside this sweet virgin cunt!"

Max's eyes opened in alarm. _Oh no. I can't let him cum inside me. I'm not on the pill. He's not wearing protection. What if I get pregnant from this. I can't let that happen. He can't…_ Panic started to set back in, but the young woman managed to get her bearing long enough to focus her attention on the situation. Nathan was seconds away from painting her insides white, but his thrusts were getting erratic and his grip on her body was loosening. Especially the hand around her throat. The moment she was able she gulped down as much air as she could, steadying her breathing even while in the middle of being fucked hard enough to split the desk in two. "Oh shit!" Nathan grunted, releasing the girl to steady himself against the wall as Max glanced up at his contorted expression, happy to see his eyes pried shut.

"Take this you snooping little bitch!" Nathan cried as he ejaculated a second later, suddenly slumping forwards finding himself firing his load into nothing but air.

His eyes snapped open as he looked down to find his victim had vanished, his white cum spraying all over his photos on the desk in front of him. He stared down at them in disbelief, spinning his head around looking for the girl. But he was left alone in his room with his trousers around his ankles, not a single other person in sight. "Fuck!" He screamed, pulling his pants up quickly still searching for her. There was no way for her to just disappear, but she had. _What if she never existed?_

Nathan screamed again, hearing the mocking and the taunting from is so called peers. They wouldn't believe him, but she was here! He stormed up to the camera, bringing up the saved images. _I even have proof she was…_

The only image he had saved was one of himself slumped against his desk ejaculating over his photographs.

"Fuck!" He screamed in frustration, throwing the camera against the wall smashing it to pieces.

Max panted outside in the hallway, hiding around the corner from Nathan Prescott's room huddled on the floor with her arms wrapped round herself. Her jeans were still bunched around her knees and her shirt stuck loosely above her bra, her hair matted from the sweat across her face. Her cheeks were stained with tears as he strained to listen for sounds of Nathan perusing her. She heard the loud crash of something impacting the wall, making her jump out of her skin, but no footsteps.

_I'm safe._

She slowly began to calm down, relaxing her shoulders and leaned against the wall with a shaky sigh of relief. She checked the blood running from her nose, thankful it had nearly stopped. She only had a moment to use her powers and freeze time around her before Nathan had violated her in the worst possible way. Holding the moment was the most terrifying and difficult thing she'd ever done, dislodging herself from Nathan's frozen cock and prying her body out from under him while holding back a waterfall…she didn't even know if she could do that. But now she was out and Nathan was left alone in his room

Max shuddered, covering her mouth with her palm to stop herself from screaming as fresh tears came forth. She felt dirty and wrong and… _holy shit that still happened._ She took a deep breath and released another trembling breath, calming her nerves slightly, the panic attack subsiding. She looked in her hand, finding the memory card from the camera that had the only evidence of her assault. She had the nerve during her escape to remove the card and set up one final picture for Nathan to enjoy before she left. She didn't know what she would do with it, but felt the need to hold on to it.

After finally gathering her composure she wiped her face and pulled her clothes back on, slowly returning to her feet and straightening herself out before quickly jogging down the hall to look for Chloe.


	8. Chloe is sent to the Principle

"Chloe! Chloe, I need to tell you some…"

Max's words got caught in her throat as she burst into the bathroom of the boys dormitories. She searched everywhere else after she escaped Nathan Prescott's room, starting at the main entrance where her best friend was supposed to be keeping watch. When she couldn't find her she started moving room to room, including the storeroom, knocking on doors and asking around when she got an answer. Fortunately there weren't many boys hanging around at this time and a few even left their doors unlocked. She found herself seeing Justin and Drew while she was searching, both informing her they spotted Chloe heading for the bathroom.

 _Must've needed to relieve herself,_ Max sighed as she ran for the door at the end of the hall, entering without a pause to fear who would see her. All she could think about was what happened with Nathan and her need to talk to Chloe.

She was not ready to find her best friend standing in the middle of the bathroom with her clothes on the floor, dressed in her underwear though the few remaining articles hung from her body haphazardly revealing all of her glory as she bent over forwards, her arms pinned behind her back as the towering figure of Principle Ray wells stood behind her, trousers brunches around his ankles cock deep in Chloe's ass.

"Fuck me harder you fucking animal!" Chloe shouted, her face covered in sweat as her beanie fell off her head, blue hair flying across her vision with each wild toss of her skull. Her boobs swung madly around her chest as the large black man pounded into her smaller body forcefully, his hips colliding with her bum hard enough to slap the already sore red flesh.

"Shit, I'm going to fill you up so much you're going to be wishing you'd stayed on the pill little girl" Wells screamed as he thrusted harder and faster, plowing her with all his strength as he pulled her arms behind her to arch her spine until it was painful for her. His big round bollocks slapped the poor girls cunt with each thrust making Chloe shriek even louder, cummin all over the bathroom floor.

Max was left shellshocked, standing mutely as she watched the school principle fuck her best friend, an ex student, eight feet in front of her. Her wide eyes saw the beads of sweat glinting off the old man's bald head, the wild look on Chloe's face, the cum sprayed round them on the floor and walls… _"_ wowser" as the only response Max was able to give as she heard the door slam shut behind her.

The disturbance caught Chloe's attention first, the blue haired punk looking up to see her partner in crime standing there staring at her. "Max!" She said surprised, her cheeks flushing red as she glanced down at the position she was in. "I can explain…"

"Fuck, here we go!" Wells cried, his grip tightening on Chloe's arms leaving definite bruises as he yanked her against him, shoving his thick long dick deep into her fertile womb as he prepared to impregnate her.

Chloe gasped in shock as she felt his cream her insides, thankful to still actually be _on_ the pill to avoid such an over enthusiastic punter knocking her up. "Just let me… finish up… here" she told the photographer. "Fuck, that feels so… full…" she moaned as he filled her up, so much cum spilling inside it started leaking around his cock to fall onto the floor.

Max found herself entering a state of panic, hyperventilating as she watched her best friend took the principle's seed like a slut, her mind firing wildly as the memories of what Nathan did to her flooded her brain. _No, stop, please, no…_ She knew this wasn't like she thought she was seeing it. Chloe wanted this it was obvious. But Max couldn't differentiate the situation from her assault, her heart threatening to burst from her chest the longer she stood there watching this powerful older man fuck a younger girl into submission.

Max acted on instinct as threw up her hands as if to save Chloe from him, seeing her blue eyes return to her, insisting she was okay. But Max wasn't trying to reach for her, she was trying to stop it completely.

In the breath of a moment everything slowed to a stop, the world freezing around Max as her powers halted the progression of time once again.

The brown haired photographer stared at the frozen image standing in front of her, a crystal clear view of Principle Ray Wells standing proudly as he ejaculated into Chloe Prices ass, holding the semi naked girl up by the arms as her face contorted with escasty. Even in this wavering state Max could smell their sweat from here, nearly gaging as she focused her powers into reversing the flow of time like she'd done so many times before.

The world started moving around her, a dull hum filling her ears as everything slowly began shifting in the opposite direction. The muted figures before her screamed wordlessly as Well's cum was pulled back into his dick as he fucked her tiny pussy vigorously, emptying her once more fertile womb while soaking up her imminent orgasm into her body. Max watched Chloe's breasts sway in the air as she rocked in his grasp, willing the momentum to pick up rewinding faster. The hum got louder.

Her nose didn't start bleeding until she reached the point before Wells grabbed Chloe's arms to arch her spine, the punk girl slumping forward then back as he pulled out of her and roughly spun her back to face him. Max saw Chloe's determined gaze on him with that cocky smile as her eyes suddenly glazed over, their bodies melding back together lifting her into the air in a strong kiss. One of the many puddles of cum around them suddenly erupted flying into the air and returning to their source as Well's cock penetrated Chloe again into what Max realize was their previous position.

"Shit" she winced, her brain suddenly spiking to a painful level, bringing her rewind to an abrupt halt. She stumbled back a step bringing her hand to her face, wiping the blood from her nose as the hum lessened, time beginning to move forward.

"Fuck, you're so tight" principle Wells groaned, bouncing Chloe on his hard prick while she clung on to his broad shoulders, moaning softly into his ear pressing her breasts into his chest. Her legs hung over his elbows with his hands cupping her backside, holding her up and rhythmically letting her fall onto his cock with each thrust. This wasn't as rough as it was going to be, their bodies moving slowly and calmly, enjoying the feeling of mutual sexual relations between one another.

"Maybe you could take my ass?" Chloe asked him, a drink twinkle in her eye.

He raised an eyebrow at her. "You think you can take it in there?" He asked. His tone suggestion this was more of a taunt, a brag, rather than concern.

She smirked at his confidence, grabbing the back of his bald head and pulling his face in for a passionate kiss. "Fuck my ass headmaster" she said mockingly.

The tall man chuckled as he lifted her off him, his huge black cock glistening with her juices. Max let out an involuntary gasp when she saw how big he was, her first good look at his girth. She stared in horror as he lined Chloe's asshole up with his tip, spreading her cheeks and telling her to brace herself.

 _No, no no no, it's too big it'll tear her apart,_ Max mentally screamed grabbing at the time-stream again before her best friend could be dropped onto his monster cock, leaving her hovering centimeters from being ripped in two.

With a heavy strain Max pulled herself back in time again, the scene reversing rapidly whining with a piercing sound in her ears. She pushed past the discomfort and increasing pain in her skull as she rewound faster, the image of her best friend a blur as she rode the big black man before finally falling back on her feet but quickly sinking onto her knees before him.

"Fuck!" Max cried out, the pain turning hot like an iron inside her brain forcing her to stop again. She reluctantly released her grip on the space time continuum to fall against the bathroom door, struggling to hold herself up against the wall as her legs shook, gasping for air as blood started falling more freely from her nose. _I'm pushing myself too hard. I can't take much more of this._

She daren't look up for fear of what she might see, yet her ears could still hear her best friend as she let out a muffled groan that she could tell was an orgasm. Forcing her eyes to look, she was relieved to see Chloe was at least half dressed. She was kneeling on the floor wearing her boots with her jeans bunched halfway down her thighs, her round bum on display to the photographer behind her. Her bare back was too her, her shirt and jacket lying beside her on the floor, her bra mercilessly still on her body though Max couldn't tell if it was covering her breasts. Judging from how Chloe was massaging herself she assumed no.

Wells towered over the ex student with his hair holding her blue hair tightly, still dressed in his suit but with his trousers still around his ankles as the disobedient girl's head bobbed on his cock sucking it like a popsicle. "Fuck" he grunted, jerking his hips forward shoving himself down her throat. "I'm almost done… keep sucking that black dick you slut!"

Max couldn't believe the language coming from the principle, but Chloe was eating it up as she dutifully increased her pace, slurping loudly deepthroating his dick hard enough to nearly chew the thing clean off. Wells' hand reached around her head and grabbed a tight fist of her hair, pulling her faster against his crotch. In response Chloe reached around with the hand not pleasuring her mounds and groped the principles ass cheeks until her fingers found the hole between them.

"Fucking bitch" he growled as her fingertips dig into him, his hips buckling harder ready to explode.

Max didn't want to see what was about to happen, her mind starting to play tricks from the buzzing dizziness from pulling two consecutive time jumps. Her eyes got foggy as the image of Wells transformed into that of Nathan Prescott with his sinister smirk and piercing eyes staring down at Chloe as he pounded her mouth mercilessly. "No" Max cried weakly, unknowing her voice was badly a whisper, lifting up her hand again to rewind again. Her head fired a bolt of white hot pain the moment she tried, forcing her to her knees.

In front of her Wells reached his final peak, groaning loudly as he ejaculated into Chloe's waiting mouth, slamming her face into his body shoving his cock down her throat. She slackened her jaw quickly to hold the full length of his dick inside her as he came, grabbing his thighs for support while his pumped his seed into her mouth. Closing her eyes she swallowed the load filling her airway, then swallowing again as he pumped more. The bathroom was filled with the sounds of her gulping down all of his cum, drinking it like a thirsty young survivor whose been stranded in the desert, not stopping until every last drop had traveled down her gullet.

Only once it was over did the principle release his grip on her hair, allowing her to pull herself off his limp dick and wipe her mouth. "Jesus, You sure know how to cum" she laughed, looking up at the bald man. "You ready to try that with my tight little puss…."

Her words faded away as Max finally managed to get her powers to work, pushing through the agonizing storm ripping through her head and pouring blood from her nose as time reversed its course. This time she was adamant not to stop until Chloe was safely out of the older man's hands.

The weakening photographer watched as Chloe performed a reverse blow job on Wells before standing up and redressing herself while he pulled his trousers back up. The two turned around and stood looking at each other with Chloe leaning against the nearby sink, handing Wells a wad of cash. Max chose not to worry about the weird payment as she pushed forward (or backwards), her brain now on fire with more blood dripping onto the floor, falling onto her hands and knees but keeping the flow of time running back.

She watched as the two figures talked briefly while black shots started dancing in front of her eyes, the edges turning into a red haze. _Just a little longer_. Eventually the shape of Wells began walking backwards while the image of Chloe shifted, her hand falling to her crotch and her head falling back. Max couldn't see anymore, her vision blurring and her head throbbing like her skull was about to burst. After another second Max's strength finally gave out, losing her grip on reality and collapsing into a heap on the floor.

But the sink Chloe was panting slowly, groping her breast through the T-shirt while her other hand was tucked into the unzipped jeans beneath her underwear, teasing her clit and preparing to slid her first finger into her wet pussy. She figured she'd have a few minutes before Max got back from snooping and maybe an hour before any of the boys came in here, so this little moment to relieve herself was a calculated risk. She pictured Max kneeling before her with her mouth on her crotch nervously licking her sweat lips between her legs. "Fuck me Max" she whispered just as she heard a thud off to her left.

She leapt out of her skin in surprise as Max materialized in the bathroom, falling forward into a heap on the floor. "Max?" Chloe called out, hastily pulling her hand out and running over to her best friend to find her sweating and her face covered in blood. "Holy shit max! What happened?"

The brunette could only groan as she was lifted of the floor by the punk girl, hoisted onto her shoulder and carried slowly out of the bathroom. "Chloe…" her small voice tried to speak and Chloe strained to hear her.

"Don't worry Max, I have you." Chloe said reassuringly, kicking open the door to the corridor and carrying her towards the exit. She wondered where Max had come from and deduced she was using her powers to get to such a state. Then her haze snapped down to her unzipped crotch and blushed. "Um, Max…" she asked looking at her semi-unconcious friend next to her. "I wasn't… I mean, you didn't happen to see me… I only stepped off my lookout duties for a minute. I'm sorry." She didn't hear Max reply, silently cursing herself for masturbating on official business. "Did something happen?" She asked her instead.

Max could barely stay conscious long enough to answer her, thankful to have managed to save her from whatever it was she was saving her from. Putting both Nathan Prescott and Principle Wells out of her mind, Max just let herself black out on Chloe's shoulder.


	9. Joyce’s perfect Breakfast

Max found the middle aged woman in the kitchen when she came downstairs, leaving Chloe to change in her room while she got ready for breakfast. She felt kinda weird wearing Rachel's old clothes, but the grey jeans, white T-shirt and ripped red checked jacket fit the photographer perfectly. _Feels pretty cool. Rachel must've been awesome._

She sat down at the table and looked Arline the house, old memories flashing through her head of all the time she spent here back in the day. It felt like yesterday her and Chloe were swashbuckling pirates hunting for buried treasure in the backyard. She found the family pictures on the mantle piece, her heart growing heavy seeing Chloe's dad looking back at her. _I'm sorry I left when you needed me most Chloe._

"You okay for scrambled eggs Max?" Joyce called from the kitchen, her blonde hair tied back in a pony tail dressed in a smart businesslike attire, a blue color short sleeved shirt and grey knee length skirt showing off her long legs. Her five inch heels tapped along the floor as she looked over Max across the counter. "Wow" she said smiling. "Those clothes really do suit you. So, eggs?"

"Eggs would be great, thanks" Max replied with a smile. Joyce nodded turning back to the kitchen, walking over to the cooker to start breakfast.

Max waited patiently at the table, her fingers gently rapping on the wood surface while she gazed out of the patio doors. The sky was clear and she saw birds flying overhead, the beautiful morning sun brightening up the garden. She listened to Joyce's humming as the older woman worked making it seem so effortless. Max thought back to how she'd sit at this table and watch her dance around the kitchen, her voice like music blending with the amazing sounds coming from the world outside. There was nothing quite like it, the memories so intoxicating Max started to feel…

_Wowser. I shouldn't be thinking about her like that!_

She shouldn't have been surprised when those dirty thought sprang out of her subconscious. She'd just spent the night in Chloe's room sharing her bed and she was now sitting downstairs watching her mom cook, who herself was a really attractive woman. More on point, during her early teenage years when she was discovering all these exciting life developments she had begun having the odd fantasy about her best friend's mom. She knows how wrong it was at the time, she was just a kid, but that didn't stop her picturing her when she learnt how to touch herself. _Chloe would kill me if she knew I was having these thoughts again._

_But I'm not a kid anymore._

Max looked up at the attractive older woman, a very outrageous idea creeping into her mind as she waited at the dinner table. It was crazy, wrong, but after the last few days it was a rick Max might be willing to take.

Joyce hummed to herself quietly as she prepared the eggs and place them on the stove, her hands moving on muscle memory after working at the diner for so long. She could took a three course breakfast blindfolded if she wanted to, even memorized how many steps she'd need to get the milk from the fridge. She was mentally listing the ingredients she'd have to get from the store later when Max came up to stand beside her. "Getting impatient are we?"

"A little bit" Max chuckled joining the waitress by the sink. "Smells great."

"It'll be ready in a few minutes. Why don't you sit by the counter and I'll bring it over when it's done."

Max simply stood beside her while she continued her work, casually helping out by cleaning a few stray plates in the sink. Joyce thought nothing of it, grateful for even the semblence of assistnace. Then the eighteen year old girl put down the washing and looked across to her, her blue eyes running over the older woman's delicate figure. "It must be exhausting having to go to work everyday and then return home to do the exact same thing all night" Max said casually. "Running a household all by yourself. Looking after Chloe and dealing with David's bad manners."

"You make it sound like I'm some severe living in a palace" Joyce laughed. "I'm not your typical housewife and David is more than capable of pulling his own weight. As for Chloe…well, she's always been independent."

"But still, all the cooking, cleaning, mediating between the two of them…don't you ever wish you could just sit down and relax? Leave it to someone else?"

"If I did that, nothing would ever get done" she joked.

Max chuckled, her gaze fixed on the woman as she stepped around behind her placing her hand on her shoulder comfortingly. "Joyce" Max spoke softly, her innocent words protecting concern and adoration. "Seriously, how do you manage it?"

Joyce looked at the small hand on her arm, a sigh escaping her lips. "I don't know" she confessed. "Ever since William…it's all I've ever known. The only thing that helped me through the difficult days. I guess I've never really considered…"

"Letting yourself stop for fear of the pain coming back" Max finished stroking her arm. The blonde woman nodded, her hands slowing down in their work cooking the eggs. She found herself forgetting about making dinner, her mind drifting over to the gentle haze of peace as Max's hands rubbed her shoulders. "You can't shut yourself away behind work forever" Max told her whispering soothingly in her ear, massaging her shoulders slowly. "You've done so much taking care of all of us. You've earned a few minutes rest. Relax. Let us take care of you." Joyce let Max's words wash over her, tension in her back melting as her muscles relaxed, Max's hands rubbing her neck slowly releasing all the tension. She let out a sigh, a weight lifting as Max leaned in to quietly say "let me take care of you Joyce. It's the least I can do."

Max's lips found the soft skin of her neck, kissing it gently making Joyce break out into goosebumps. Her small fingers kneaded the muscles in her neck, unraveling her unease as she kissed her again, slowly moving up her neck towards her earlobe. The waitress realized Max was no longer just being a comforting arm, butterflies fluttering in her stomach as the girls hands fell over her shoulders to her waist, circling around to rest over her belly. Joyce's breathing grew heavy as she stood in the young woman's hold, too relaxed to want to stop her. She was enjoying this feeling of weightlessness she was bringing her too much.

_She was enjoying Max too much. This is highly inappropriate, but it feels so… How long has it been since I felt this calm? Not even David could match this level of pleasure._

Max could feel her best friends mom melting into her grasp, her hands naturally lifting to cup the woman's breasts as she hugged her, kissing the back of her neck comfortingly. "I wanted to thank you for being so amazing growing up" Max told her. "Thank you for taking care of Chloe when I couldn't. I wanted to tell you how sorry I was for what happened to William, try and ease your pain. Let me make it up to you now, please."

"What…" Joyce gasped, succumbing to Max's advances as the girl's mouth found her ear again, her kisses circling her jaw. She couldn't have imagined this would be happening today. Nor could she imagine this took Max over a dozen attempts, using her ability to rewind time to use the information gleaned to find the most effective approach. "What about breakfast?" The milf asked as her daughters best friend stepped around her body, looking into the girl's soft blue eyes.

Max cupped Joyce's cheek smiling. "Breakfast can wait a few minutes" she told her, giving in to a deep primal lust as she pulled the older woman into a deep passionate kiss. Joyce was ready for the advance, meeting her mouth with hers cascading into a rollercoaster of passion.

The two women made out vigorously in front of the cooker ignoring the burning eggs as they blackened to charcoal, too lost in each other as they wrapped their arms around their bodies. Max had enough practice making out with Chloe and a handful of her friends by now to know how to seek out Joyce's sensitive areas, her hands stroking her waist and back while she found her mouth into hers. Joyce however had more life experience and effortlessly took control of the kiss, her long tongue slipping into Max's mouth to play with her. She'd never been with another woman since she was sixteen, an experimental phase she underwent before she met William. But being with Max opened up all those first time jitters she'd forgotten about when they got together all those years ago. She felt like a teenager again, very nearly sounding like one when Max's hand slipped down between their body's to lift up her skirt and dive between her legs.

Max froze when Joyce broke the kiss to stifle a shout, her hand grazing her under where beneath her skirt. _Too fast Max_ , she scolded herself pulling her hand away quickly. She gave the waitress a peck on the lips in apology as she locked her gaze with hers, eager to carry on even if at a slower pace. Joyce regained her composure and put her hands on Max shoulders, gazing into her eyes smiling. _She wanted to carry on too._

Guiding her hands Max removed her red jacket over her shoulders letting it fall to the floor, standing in front of Joyce in her white t shirt until she opted to lift it over her head removing it too. Joyce looked over Max's chest, her small breasts hidden behind her pink bra. The photographer watched the older woman's eyes examine her, feeling rather self conscious at how underrating she was compared to Joyce. She looked back up to the younger girl's face and offered an encouraging smile, running her hands over her flat chest circling her tiny mounds. Max moaned quietly enjoying her touch, biting her bottom lip imagining the milf sucking her nipples with her amazing mouth. She stared longingly at her as she reached down to untuck her blue shirt from her skirt, lifting it over her abdomen revealing her pale skin. Joyce lifted her arms to help Max remove her clothing, leaving her in her dark blue sports bra. Max drooled at the woman's bountiful bust, squeezing the mounds like a child with its favorite toy.

Joyce smiled letting her grope her tits, remembering how Chloe would suckle them when she was a baby. _Maybe she could feed Max her breast milk, if she'd be willing._ The dirty thought moistened her pussy, a lustful moan escaping her lips. "I shouldn't be doing this" she mumbled under her breath.

Max heard her but didn't say anything, recapturing her in a kiss as she led the half naked woman out of the kitchen into the dining room towards the table. Guiding her around so she was pressed against the edge, Max quickly pulled up her black skirt until she'd uncovered her black panties, lifting the fabric above the waist and pushed the waitress onto the wooden surface. Joyce sat on the dining table staring down at Max as she ran her hands over her thighs, staring at her long legs licking her lips. Without a moment to ask permission she reached under her and yanked her underwear down her legs past her high heels, leaving the older woman bottomless on the table spreading her legs waiting for the young photographer.

"The eggs are getting burnt" Joyce said glancing across to see their breakfast turning to charcoal.

"It's okay" Max smiled teasingly. "I thought I'd have something else this morning anyway." She knealt down in front of the older woman so she was perfectly in line with her cunt, her finger probing her wet snatch mopping up her juices before sucking them clean with her mouth.

Joyce breathed shallowly as she watched the naughty younger girl taste her juices, getting even more wet by the second. Her legs spread wider enticing the girl to have her fill, her body slumping back onto her elbows to get more comfortable. Max didn't want to rush it as she inhaled her musky scent, moving a concealed hand between her own thighs to rub her crotch through the fabric where a distinct damp spot was forming. She couldn't believe Joyce Price was laying on the table waiting for her to lick her pussy (begging from the desperate look in her eyes). _What would Chloe say if she walked in on us right now? Man, I'd be so embarrassed but so turned on. I'd probably fuck them both._

"Max" Joyce's soft urging brought her out of her dirty fantasies, looking at a welcoming dripping pussy eager to be feasted upon. One last look at the waitresses pleading face told Max that enough was enough and she buried her face in between her legs, her tongue darting out to plunge into her pussy as deep as it could to explore and devour her best friends mother.

"Oh fuck!" Joyce cried out when Max penetrated her, her back arching as her arms slid out from under her sending her on her back. She felt Max's small hands grip the sides of her thighs to hold her steady as she trembled, her feet twitching madly in the air. _Oh my god she's so good at this!_ Joyce had never been eaten out by a woman before but if this was an example of how skilled the young ones were these days she needed to consider experimenting a bit more. Her breathes came out in soft pants as she lay across the table, eyes closed rolling into her skull fast approaching her first climax. It might be too soon to cum but she'd never experienced pleasure quite like this before. Her skin tingled and her nipples hardened, a fierce rush of heat ignited in her groin sparking against Max's tongue. All too soon her muscles clenched around the invader and Joyce came all over Max's innocent face with a scream.

Max was shocked to find Joyce reaching her peak so quickly, her blue eyes springing open to look up at the writhing woman worried she'd done something wrong until she felt the warm gush of fluids hit her face. She caught as much as she could in her mouth wrapping her lips around her pussy, swallowing the mouthful when her hips had stopped buckling and her legs fell limp over her shoulders. Removing her tongue from her clenching pussy she licked her lips clean, enjoying the sweet taste of the older delicate woman. _Fuck, I never took Joyce for a squirted,_ Max mused as she wiped her face with her hand to feel the cum drenching her.

As she looked over the recovering body of Joyce Price, her chest heaving with every breath, Max took a moment to capture the image in front of her eyes; quickly taking out her camera from the discarded bag underneath the table and snapping a photo from the delicious angle between her legs. She managed to catch the moment Joyce raised her head to look down at her, her pleasure filled expression worth a thousand words. "You can't show that to anyone" Joyce told her.

"Not even Chloe?" Max teased waving the developed film.

"Especially not my daughter!"

Max chuckled but nodded, climbing up the table to kiss the disapproving mother. She still had her cum on her tongue letting Joyce taste herself for the first time, watching her sigh with enjoyment. "My turn" Max whispered rising to her feet standing next to the table.

Joyce watched her eagle eyed as the young photography student removed the last of her clothing, stepping out of her jeans and panties, kicking off her shoes and throwing the pink bra aside, leaving Max Caulfield complete naked before she climbed onto the dining table carefully dragging herself over the half naked woman lying underneath her. Max had so many positions she wanted to try with her, the thought of sitting on her face letting her eat her out driving her wild, but decided she wanted something they could both enjoy. So straddling her waist Max hoisted one of Joyce's legs up, lining her pussy lips with hers so they were scissoring each other, brushing their pussies together earning a sharp gasp from them both.

Now in position, Max looked down at the waiting older woman staring back up at her. The waitress didn't say anything and nodded, signaling Max to begin humping her gently before picking up the pace. After a while Joyce's hips moved against Max's, their movements syncing up building a steady rhythm as they ground into each other, their pussies smacking together with wet sounds staining the wooden table with their dripping cum. "Fuck, fuck, fuck.." Max changed under her breath, butterflies in her stomach as she reached down to pump Joyce's breasts in her hands, lifting her sports bra to pinch her erect nipples. The older woman groaned gripping the girl's waist, driving them harder together though her labored breathing. Their voices got louder and higher the more they went at it, so loud Chloe must've been able to hear them from upstairs now.

 _What if she walks in on us right now having sex on the table,_ Joyce worried.

 _I bet Chloe is listening to us having sex right now masturbating,_ Max laughed.

The table rocked beneath the two of them, their humping threatening to split the wood, their hips buckling harder but more rapidly out of tune with the other. Joyce was nearly ready to gush again and Max wasn't much far behind, the shared orgasm imminent. They both saw it in the others eyes, the desperate need for release. Joyce grabbed Max's arm and pulled her down on top of her, their lips smashing together to passionately kiss and sinless their screams as the finale ripped through their bodies shaking the dining room. Max couldn't hold the kiss as she gasped for air screaming "oh shit!" Her pussy exploded with cum and juices drenching Joyce's bottom half while the older woman's squirted out over the floor into the kitchen creating one hell of a mess. Their screamed bellows through the house no doubt raising suspicions from the neighbors, their bodies shaking violently before collapsing simultaneously into a heap.

Max slumped on top of Joyce with a long groan, her eyelids heavy struggling to stay open as she listened to the combined duet of their breathing. Joyce stared up at the ceiling as she stroked the girl's hair, kissing her head enjoying the afterglow of their sexual experience. "Breakfast is ruined" she said quietly.

Max chuckled. _I rather think breakfast was perfect. But I could still eat._

With a simple wave of her hand, Max rewound time right up to the point just before she got up to seduce Joyce, leaving her sitting at the table watching the older lady cooking in the kitchen.

"You okay for scrambled eggs Max?" Joyce called from the kitchen, her blonde hair tied back in a pony tail dressed in a smart businesslike attire, a blue color short sleeved shirt and grey knee length skirt showing off her long legs. Her five inch heels tapped along the floor as she looked over Max across the counter. "Wow" she said smiling. "Those clothes really do suit you. So, eggs?"

"Eggs would be great, thanks" Max replied with a smile, quickly wiping away the trial of blood from her nose. She was getting stronger, but she still had difficulty gaging how far back she could rewind with having an aneurism. Her powers keep fluctuating. Joyce nodded turning back to the kitchen, walking over to the cooker to once again start breakfast while Max remained seated at the table.

Her gaze traced the wood remembering where the two of them were positioned upon it, smiling fondly as she pulled out the photograph she'd managed to bring with her. The image of Joyce sprawled across the table with her legs spread wide displaying her dripping pussy Stared back at her, bringing a surge of excitement to Max's loins.

She cast a glance at the unawares older woman in the kitchen, disappointed she had to correct the timeline for the sake of their relationship and her friendship with Chloe. _First rule, never have sex with your best friends parents. Unless you have the opportunity to erase the mistake._ A devilish grin spread over Max's face. She may have just found a loophole for the cardinal rule, now the question was when might she use it again?


	10. Chloe joins the Festivities

Max hid the photo out of sight when Chloe came down to join her, sitting opposite her at the table as her mom arrived with two plate of eggs for them both. "So, what did I miss?" The blue haired teen asked as she dug into her breakfast.

"Nothing" Max replied, her eyes darting up to the smiling face of Joyce watching them tuck in. She smiled pleasantly unaware of what Max was thinking at that moment. _Nothing in this timeline_ , she thought sneaking a peek at the photographs in her hand hidden under the table. The image of Joyce with her legs spread on full display for Max greeted her, bringing a naughty grin to the photographers lips as she watched the older woman retire to the living room to answer the phone.

Opposite her Chloe ate her eggs happily, smiling at her best friend across the table. She smiled back, her fingers swapping out the photograph with the second picture in her hand, one of Chloe looking up at the camera kissing Max, her face covered in cum holding up the camera to capture the steamy moment angled to show both girls in their naked glory as the sexy milf stood in the corner of the frame with her hands between their legs.

The image gave Max goosebumps as she recalled the moments leading up to the picture being taken mere minutes ago, starting when Chloe burst down the stairs into the kitchen looking for Max only to find her slumped over her mom on the wooden table.

"Holy shit! Mom!" The punk cried out when she saw them, staring at their exposed flesh entwined with one another. Max leapt off the half naked woman covering herself self consciously as Chloe admired her naked form. Joyce was still clad in her high heels, black skirt bunched around her hips and blue sports bra lifted above her breasts until she hastily tugged them down. She forgot to hide her beautiful shaved pussy however, the sight of which made chloe rather guilty for being aroused by. "Max? What the fuck?"

The brunette flushed red dying of embarrassment as she sat by the milf's side on the table, looking awkwardly up at her stunned best friend. Joyce was doubly embarrassed as she looked away trying to say something.

Chloe just stared at the two of them disapprovingly. "Jesus, mom if step douche is so bad in bed you don't need to jump on the first girl I bring home. I thought I told you this last time."

 _Last time?_ Max rose an eyebrow glancing at the older woman as she shifted uncomfortably red faced.

"And Max!" Chloe tuned her attention to the naked teenager. "We literally shared the same bed last night and you never indicated you wanted to…" she shook her head. "You should've said something."

"I'm sorry" Max replied, unsure what else to say. She was just about to use her powers and rewind time to undo this mistake when Chloe suddenly whipped off her white T-shirt and marched over to her.

"Least you could've done is wait for me before starting the party" Chloe scolded before grabbing Max's face in her palms, her lips slamming against hers to passionately kiss her. Max was caught off guard by the sudden attention, releasing a startled Yelp into the girl's mouth before following up with a long satisfying moan as she wrapped her arms around her. Her hands explored her friend's soft skin, running over the dark blue bra hiding her busty breasts. Chloe ran her hands down Max's arms and thighs, soaking up the warmth of her naked body against hers.

_We should've done this last night. Or this morning. Better late than never._

As the two girls made out hungrily, Joyce quietly eased herself off the table to leave them alone and compose herself. Before before she could make her escape her daughter caught her with her arm. "Oh no you don't" she said, pausing her make out session with Max to look at her intently. Max watched playfully as the mother and daughter stared at each other while she stroked Chloe's blue hair and gently nuzzled her cheek like a puppy dog. Joyce looked down at the firm hold on her elbow nervously as Chloe continued, "You didn't just get to slink off that easy. From what I saw and heard Max did you a solid, so you need to return the favor. I already missed one show and I'm not missing this one."You cannot be serious" Joyce squeaked, her wide eyes darting between her daughter and the horny photographer on her arm.

Chloe raised a challenging eyebrow. "I could show max what you have at the bottom of your closet" she warned.

Joyce went red at the suggestion, which just peaked Max's curiosity to fever pitch. She looked questioningly at her girlfriend but she kept her gaze squarely on her mom. A moment of silence passed before the milf shook her head, taking a step towards them submitting to Chloe's ultimatum. The teen let her arm go so the older woman could come over and stand in front of Max, her expression apologetic as she leaned down to kiss the brunette on the mouth again.

Max let the blonde waitress kiss her dumbfounded, her brain swirling with questions as her blue eyes looked over to the devious punk watching them. Chloe chuckled as she carefully whispered in Max's ear "I'll tell you later" before kissing her on the cheek, stepping back to get a better view of the two figures making out on the dining table. She hopped up onto the counter as Joyce's mouth fell from Max's face to lower down her body, her strong hands pulling Max closer until her legs were dangling off the edge wrapping around the MILF's waist. Her kisses trailed over her chest, pausing to suckle her hard nipples and play with her small breasts before tickling her belly button and seeking out a navel. Joyce lowered herself to her knees listening to Max's heavy panting as she followed her down between her legs, spreading her folds open eager to receive her impossibly long tongue. Joyce cast a brief disapproving glance at her daughter perched on the counter top watching with hawk like eyes, turning to face her target before plunging her tongue into Max's moist opening.

The sounds Max made as Joyce price licked and sucked her pussy was music to Chloe's ears, her fingers tracing lines down her crotch as she watched with perverted fascination. She'd always known Max had an unhealthy crush on her mom, noticed the stolen glances when they were younger, and had her own guilty pleasure fantasizing about the two of them hooking up just like today. Seeing Max naked on the table trembling in a sweat while steamy moans fell from her mouth was more than enough to make Chloe soaking wet, but witnessing her mother going down on her made her mouth dry. _She sure knows how to please a woman_ , the punk minx thought as she pulled her feet up onto the counter to unlace her shoes and remover her socks.

Meanwhile Max was in paradise as Joyce's tongue swirled around inside her, curling in such a bizarre way that managed to reach her g-spot sending shockwaves through her spine. She fell flat against the table with a loud pleasurable cry, her eyes staring up at the ceiling as tiny orgasms rocked her core making her leak juices into the waiting mouth fucking her. Joyce drank up her fluids greedily, continuing to pump her tongue inside the young woman tightening her grip on her thighs to stop the thrashing about. Max clawed at her hair, her head swinging from side to side, unable to contain the hoy and excitement she was experiencing. Opening her eyes she tried to look across to where Chloe was perched, seeing the teasing punk undressing herself so she could masturbate without hinderance. She strained to watch her push her jeans up her legs and kick them away before another orgasm stole her away, her hips buckling against Joyce's face. "Oh fuck me Joyce" she gasped reaching down to grip her blonde locks in a vice grasp. "Fuck, fuck, fuck…"

Joyce moaned into Max's pussy sending vibrations through her core, wrapping her lips around her clit and sucking hard, making the girl keen and wail like a harpy. Chloe was proud of her mother, her slick fingers massaging her unobstructed clit slowly enjoying the live show. She discarded the last of her clothing into the kitchen with the rest leaving her just as naked as Max, save for the bullet necklace around her neck settled snuggly between her tits. Her legs were bent at the knees spread over the counter so she could play with herself while she watched them, her pussy dripping over the surface eager for some action of its own. Chloe was ready to sink two, maybe three fingers into her snatch to quell the burning desire inside her, but she decided she could do better than be a spectator.

She lowered herself to her feet and creeped around the dining room circling the hot and steamy union before her, eating up the sight of the two hottest women she'd ever seen with her eyes licking her lips with anticipation. She kept circling until she was stationed opposite her mother behind her best friend where she carefully crawled up onto the wooden table and hovered over the writhing photographer, taking the girl's hand in hers as she caught her attention.

Max stared up at the beautiful woman hovering over her breathlessly, briefly forgetting she had a very skilled and flexible tongue penetrating her as their fingers interlaced. "You like it when my mom likes your pussy Max?" Chloe teased.

"I'm sorry Chloe" she said quietly, swallowing back a groan of another tiny orgasm quaking inside her. "I know it's wrong… but it… it feels so good. I'm sorry."

"You should've asked me first" she told her kissing her sweaty forehead. She lowered her voice and whispered seductively "I would've said yes." She quickly silenced Max's exhasberated gasps with a controlling kiss, her own tongue diving into her throat to warm up the girl's mouth stealing the air from her lungs. When she broke away Max was gasping, her wide eyes fixed on her best friend as she pulled herself up and shuffled forward until her dripping pussy was hovering over Max's dumbfounded face. "Now you think you have enough energy to make me cum? I won't get off until I do."

With one hand holding Max's, Chloe steadied herself with her free hand by placing it on Max's heaving bussom as she lowered her hips onto the girl's face. Max didn't hesitate as her head shot up to meet them, her tongue shooting up to lick at her wet lips madly before slipping into her burning loins. Chloe groaned as she felt Max penetrate her, sighing with satisfaction as she straddled her and let her overeager mouth do it's work. Now situated on the table the punk had a perfect view of her mom devouring Max's cunt further down, her green eyes staring up at the cocky young woman as she rode the photographers mouth.

The attractive blonde smiled in between Max's thighs as she watched her daughter ride the brunettes face, her curvy boobs swaying over her chest hypnotically entrancing the older woman. Chloe noticed her mom staring and laughed. "You like what you see?" She mocked stroking her soft mounds with her palm.

"You're beautiful" she replied lifting her head to look at the punk girl more affectionately. Max whined from the loss of contact until Joyce quickly rubbed her hand against her throbbing clit. The moan echoed through Chloe's core making her shiver, a quiet moan falling from her mouth in response. "You were always such a pretty girl" Joyce reminisces stroking Chloe's cheek.

"Careful mom" she smirked. "You're starting to sound like those naughty step moms from those porn movies."

Joyce titled her head a scoffed. "I'm not the one who blackmailed her _mother_ into fucking her _best friend_ in order to watch."

"Well it wasn't like you were ever going to fuck me" Chloe shrugged.

Joyce looked at her fondly before breaking into a small devilish smile, hooking her finger beneath Chloe's chin to pull the unsuspecting girl closer so she could kiss her on the lips. Chloe's head reared back immediately, her eyes opening wide in shock staring at the chuckling waitress. "Wouldn't I?" Joyce whispered, grabbing her daughter by the back of her head and pulling her into a long steamy seductive kiss that sent goosebumps over the punks limbs.

Chloe froze as her mom took her breath away, panting through her nose as chills shot down her spine, the kiss powerful enough to make her toes curl. Her throat hummed in a surprised and needy moan as she found her eyes falling closed, her grip on Max's body below her tightening as she felt a sudden burst of heat rush to her loins. Max cried out in surprise as her face was drenched in her lovers cum, the shocking orgasm jolting Chloe out of her paralysis breaking free from the kiss. "Fuck" she gasped sucking in air, riding the aftershocks of her involuntary climax.

"Wowser" Max breathed falling away from Chloe's pussy as it continued to rain over her. "I didn't think I was _that good_." She looked up to her best friend covered in fluids, her eyes twinkling as she grinned. "You okay? You came so fast…"

Chloe couldn't bring herself to look down between her legs at the glistening girl beneath her, blushing red as her eyes met Joyce's. The milf smiled winking at her daughter. "Chloe, why don't you join Max on the table" she told her patting the space beside the brunette before stepping away. Max shuffled down to sit up on the dining table following Joyce's gentle nudges into position while Chloe hesitated, at least until her girlfriends arm tugged her into place eager to see what Joyce had in mind.

Joyce waited for the two of them to get settled side by side on the dining table before stepping back forward to hover before them. With a insistent cough the two girls obediently (and reluctantly) opened their legs to reveal their dripping pussies to her. The two flowers looked delicate and welcoming and Joyce was silently eager to play with them both. She knew what she was about to do was wrong on so many levels but something had awoken in her today. Something animalistic and naughty that threw caution to the wind. Reaching out with both her hands she traced circles around both the girl's clits with her fingertips, watching their mouths widen into silent "O"s as she began teasing them. Max was the most receptive as her hips flinched up to meet her hand, but Chloe's body betrayed the cocky girl trying to stay quiet as it trembled under her grasp. "So beautiful" Joyce muttered as she twisted her fingers lower burying them to the knuckle inside their wet cunts, twin sets of screams greeting her as she curled her fingers up to pleasure the girl's.

"Oh my god!" Chloe groaned as her head in the wooden surface, her back arching off the table when her mother's fingers found her sensitive G-spot. She couldn't believe her mom had the bottle to fuck her own daughter. She couldn't believe she was letting her do it. _My mom is fucking my pussy and it's feels amazing!_ The punk succumbed to pleasure as Joyce added a second finger, pumping her hand into her dripping snatch like a piston as Chloe's hand clawed at the table, her eyes shut tight gritting her teeth.

Max was in similar escasty as Joyce slipped in her third finger, her limbs thrashing around her wildly lost in pleasure. She whipped her head to the side to watch her best friend struggling to keep it together, her darting eyes seeing the MILF's hand between her thighs. "I can't believe she's fucking you too" she said in disbelief. "That's so hot."

Chloe groaned as she reluctantly opened her eyes to stare back at her naked girlfriend beside her. She was greeted to the sight of a horny young woman glistening with sweat and cum trembling under the expert care of a sexy older woman fingering her tight pussy. "You look so hot" she replied breathlessly.

Max grinned grabbing her quivering friend and sharing a passionate moment with her, sharing the pleasure as they kissed vigorously while Joyce pumped her hands deep into their pussies simultaneously, her fourth fingers spreading their entrances wide open while her thumb pressed against their clits. The girl's moaned loudly into each other's mouths until their labored breathing forced them up for air, falling into a sweating mound wrapped up with one another as their moans and cries sang like a duet all the way to fever pitch, their buckling hips signaling the end of their tethers. Joyce sensed the approaching climax and increased her pace, pushing harder on their sensitive nubs. "Come for me girls. Cum for your mother."

"Fuck!" Chloe cried breaking into tears. "I'm cumming! My moms making me cum…"

"Me too" Max mirrored, her chest heaving hard and fast with each panting gasp. "Oh god it's too much. I can't… I can't…"

"FUCK!" Both girls screamed in unison as their simultaneous orgasm ripped through their bodies as one, their inner muscles clenching around Joyce's hands as they unleashed a flood of juices from their bodies. Joyce sighed experiencing her own private climax as she listens to them lose control, felt their cum shower her body soaking her bra and skirt. _And they call me the squirter._ When their bodies finally stopped thrashing and the two of them settled down Joyce carefully pried her fingers free to lick them both clean savoring the combined taste of her two favorite girl's.

Chloe slumped beside Max cradling her friend's shoulder for support, her body twitching against her naked body as the photographer let out a long sigh. Not willing to waste the moment in this afterglow she quickly reached back to grab her camera from the bag on the chair where she'd left it, holding it high over her head angling it down at them. Chloe smiled, quickly leaning closer to kissed the cum drenched face just as Max took the sexy selfie. The film developed quickly and Max shook the picture and waited beside her friend for the image to materialize, revealing the hot upside down view of Max and Chloe naked on the table looking up at the camera as the blue hair girl kissed her, the bemused face of Joyce looked up at them from the corner with her hands still between their legs.

"That's a keeper" Chloe declared snuggling up to the photographer.

Max concurred as she placed the photo back into the backpack belly her chair. She looked up at Chloe still eating her eggs opposite her, then at the oblivious Joyce over in the living room. _It's a shame I had to undo it,_ she sighed returning to her own breakfast, knowing David was set to walk in at any minute.


	11. Joyce the Teacher

**Summary for the Chapter:**

> The only chapter without max. I forget why.

She heard suspicious noises coming from upstairs the moment she stepped through the front door. It wasn't late, the sun was only just going down for the evening when Joyce finished work and she knew David was still at the academy. That left her daughter alone in the house, though she suspected that wasn't the case.

Chloe and Rachel has been nearly inseparable lately, always together at any given time. Joyce liked the drama student, and she liked how well the two girls got along. Chloe had seemed so lost after her husband died and Max moved away, so having a friend like her was a welcome sight.

That being the case the sounds the waitress was hearing appeared to be unusual, prompting her to investigate. She carefully walked up the stairs trying not to give away her presence and spook whomever she found as she turned and quietly knocked on her daughters bedroom door. "Chloe?" She asked softly pushing the door open peering inside. To her surprise the room was empty yet she spied Rachel's jacket and shoes on the messy floor. Confusion struck Joyce as the strange noises found her ears again, turning her head to follow them to a different room; _her own_.

The blonde woman crept up to her bedroom mildly irritated. She'd told Chloe multiple times to stay out of her bedroom but she never listened. Deciding not to knock and preparing to scold her daughter the waitress pressed her hand to the ajar door pushing it wider, her voice catching in her throat when she discovered the source of the suspicious activity.

Waiting for her on the other side of the door we're two hot, sexy naked teenagers on her king size bed, their clothes tossed carelessly around the room. The first thing Joyce noticed as the door swung open was the bottom drawer of her wardrobe open, the color from her face draining recalling everything she kept hidden in there. Her green eyes drifted up to the bed to find her daughter bouncing on her mattress with her back to her, her firm round bottom hopping rhythmically below her arched spine, her strawberry blonde hair swaying with each swish of her head as she panted one steady breath after the next. Chloe brushes the blue strand out of her eyes behind her ear as she grinned, a soft moan escaping her lips as her head fell back against her shoulders. Beneath her the beautiful blonde Rachel Amber laughed, reclining against the pillows gripping at Chloe's hips with her fingers. Her boobs bounced on top of her chest as she rocked against her girlfriend, her intense hazel eyes locked onto Chloe's blue orbs, her skin glistening with sweat. Her feet dug into the bed so her legs could thrust her hips upward, driving the thick purple strap on she was wearing deeper into Chloe's leaking pussy. The girl moaned with each powerful thrust, her palms kneading the young actress' breasts to keep her balance.

Joyce was gobsmacked when she saw the two of them together, rendered speechless when she discovered they were using _her_ strap on dildo to have sex in _her_ bed. She was even more shocked to find herself standing silently in the doorway _watching_ them make love, even more shocked to find herself becoming wet between her legs. Joyce didn't know what to think, what to say, what to do. _I shouldn't be watching this. Do I stop them? Should I say something? This is…fuck, what is this?_ Joyce had never considered the idea that Chloe and Rachel might be an item, yet it seemed to make perfect sense.

She continued to stand there awkwardly as Chloe continued to bounce on Rachel's body, riding the synthetic cock like a pony. She dropped down to her elbows to kiss her girlfriend, their lips melding together as Rachel wrapped her arms around her back to continue fucking her. Chloe moaned louder, her body clenching as she climaxed again, her juices leaking out over the blondes hips. Rachel stared up at the girl's face as she bite her bottom lip, enjoying the cute expression she made before she noticed the pervy older woman watching them. Her hazel eyes locked onto Joyce and she laughed, a rush of adrenaline shooting to her loins. "Fuck yeah" she breathed in Chloe's ear as she came, keeping her gaze trained on Joyce who saw her staring back startled.

Chloe noticed too, turning her head to follow her gaze before leaping off the orgasming girl. "Shit, mom! Get out!" Chloe screamed scrambling for the sheets to cover herself up. Joyce stepped back in shock as her daughters wild face looked back at her panicking. Her blue eyes darted back to the naked girl lying on the bed wearing the dildo covered in the punk girl's cum, who was staring up at the ceiling in a euphoric haze. Chloe's cheeks turned red of embarrassment as Joyce composed herself quickly, fixing her daughter with a disapproving glare. "Mom, I can explain…" Chloe protested.

"What do you think you're doing in here?" She asked sternly.

Chloe opened her mouth, hoping to come up with something clever, until Rachel spoke up laughing "what does it look like? We're we're having sex." Chloe shot Rachel an alarmed look while Joyce simply raised an eyebrow, the sexy teen pushing herself to her elbows to look at the older woman. "I'm sorry mrs price, but we were just messing around and I couldn't help but go snooping. I found this.." she gestured to the strap on fastened to her waist, "and I just had to try it on. Chloe told me to put it back but I started teasing her, then one thing led to another and before we knew it I was pegging your daughter and you were watching from the doorway."

Chloe was undoubtably embarrassed by Rachel's confession, but her face went a fresh shade of red when she turned back to her mother and exclaimed "you were watching us?"

"Don't take that tone with me young lady!" Joyce countered keeping her temper controlled despite being similarly embarrassed. She fixed the young Rachel Amber in her sights and told her "I appreciate the honesty, but you must know it's not okay to go snooping though anybodies property. Now would you kindly remove that…thing and return to Chloe's room this instant."

"Okay" Rachel said apologetically, her legs swinging off the bed as her hand lowered to undo the harness. Chloe wiped her face in shame as she stood up to start retrieving her clothes, still holding the bed sheets around her like a shroud. Joyce shook her head as she waited for the girl's to leave, but Rachel paused just before unfastening the strap-on and looked up at her. "I have to ask, why do you have this? Does David enjoy getting his ass fucked by a strong woman?"

"That's none of your concern" Joyce retorted, shooting Chloe a glare warning her not to say anything either.

Rachel shrugged, standing up wearing the dildo, hand on hips look at the milf. "Have you ever fucked a girl with this before?" She asked her.

"What?"

"I understand owning the dildo to masturbate and stuff, but a strap on? Most girls I've met own one of these in order to switch things up in the bedroom by fucking other girl. You ever done it with another girl?"

"Rachel!" Chloe hissed from the across the room trying to Will her girlfriend to stop talking. But the blonde just laughed. "Oh come on! Aren't you curious? I bet she was a total wild child growing up, able to get any boy or girl she wanted." She looked up at the older woman with a probing expression and Joyce just stood there silently resisting the urge to smile at the sly compliment. Her green eyes drifted over Rachel's slender form, still wearing the toy and looking quite sexy in it. A warm tingle started to grow in Joyce's crotch.

Rachel sauntered over to the waitress as if sensing the woman's arousal, her hips swaying hypnotically. "I'm betting you know how to use this to deliver maximum pleasure to anyone you fancy" Rachel asked in a husky voice. "Know things that would blow our young minds. Perhaps you could teach us how to use it?"

"Rachel!" Chloe's voice squeaked as Joyce felt the young teenagers hand caress her cheek softly, their eyes staring into one another.

"Fine" she said rolling her hazel eyes, her palm lowering to Joyce's neck and chest. "Then just show me, and let your daughter watch" she whispered seductively. "Or better yet…let her practice on me and you can teach us both."

Joyce didn't know how to respond to Rachel's advances, frozen in place as the girl stood nose to nose with her stroking her shoulders, the large strap on hovering between them as it it was throbbing. The milf took a shaky breath unable to deny the deep rooted feeling in her loins begging to take this girl into her bed. _How long had it been since she was last with a girl? How long since David was able to really satisfy her needs?_ Joyce couldn't imagine what her daughter was thinking as she gave in and pulled the young Rachel Amber into a hot passionate kiss.

The actress was overjoyed when the older woman wrapped her arms around her, her lips parting her own to open a pathway for her tongue to explore. She reached out sensually with her own muscle to greet her, the tongues intertwining in a sloppy passionate kiss that sent goosebumps up both parties arms.

Chloe stared in bewilderment as her girlfriend kissed her mom, who ran her hands over her bare skin testing the waters, her mouth agape. "This is so fucked up" she muttered, quickly turning away red faced and grossed out. The bedsheets wrapped around her body tightly as the punk girl focused her attention anywhere but the inappropriate display of intimacy. But she couldn't help the urge to glance back every so often, a faint rush of blood to her groin every time she turned back finding her groin making her uncomfortable. She kept her hands tightly griped in the sheets around her torso, fighting some childish impulses to put them somewhere inappropriate. _So fucked up._

"You're a damn good kisser" Rachel grinned as Joyce held her face in her hands.

The milf smiled looking down at the eager teenager. "You want to see what else I can do?" She asked coyly. She hardly recognized herself right now, a naughty edge coming out of nowhere taking over the waitress as Rachel nodded enthusiastically. "Don't move a muscle" she ordered planting the girl's hands at her sides, fixing her with a dominant gaze. "If you stay still, I'll demonstrate how to use the strap on efficiently. Understood?"

Rachel nodded remaining perfectly still as Joyce peppered her face and neck with kisses, dropping down to her knees dragging her tongue down the girl's body over her erect nipples and smooth belly, watching the teen tremble as she teased her down to the navel where she encounter the long purple dildo she kept hidden in her wardrobe. _Naughty girl snooping in my stuff,_ Joyce thought bemused as she licked up the flawless shaft making a show of enjoying the synthetic cock. Rachel watched as the milf performed a slow and sensual blow job for her fake dick, drooling over how sexy she looked wrapping her mouth around the tip to suck the dildo. "Holy shit" she giggled as Joyce took half the length into her throat, bobbing her head on the length as if it was real. It was a sight to behold seeing Chloe's mom like this. She looked across to where Chloe was standing facing the other way, pretending not to be aroused as she witnessed it out the corner of her eye. The blonde shot her a smirk, loving how turned on her girlfriend was getting watching this as she ran her hand through the older woman's hair.

Joyce was quick to grab the girl's hand away, pinning it to her side glaring at the disobedient child. "I said don't move" she growled. "You wouldn't want me to leave this room and send you home before I can teach you a lesson would you?"

She shook her head immediately, biting her lower lip eager to be a good girl for mrs Price. Joyce waited until she was satisfied the point was made before returning to her little demonstration, upping the ante by bringing her hand underneath the shaking girl and running her finger across her underside. Rachel breathed sharply as she felt the woman tease her pussy, stroking her several times before slipping a finger inside her beneath the strap on she was sucking. "Mrs Price, that's so good" she cried out, unable to silence her moans without bringing her hands up to clamp around her mouth. She forced her arms to stay by her sides, wishing to be obedient and do as she was told.

Chloe had no such instructions, her palm covering her shocked expression whilst also suppressing a silent groan of enjoyment. "Mom, this is gross" Chloe whined closing her eyes in an attempt to protect her from the horror of seeing her mother do this. But beneath the bed sheets her pussy dripped with hot lust completely enamored by what was happening.

 _Mrs Price. I like the sound of that,_ Joyce thought as she fingered the young girl. She looked up at Rachel with her big green eyes, soaking up the blissful expression on her face as she was pleasured. Bless her she was desperately trying to stay and frozen as a statue but her knees were trembling. Her hazel eyes kept darting to her girlfriend making sure she was watching, seeking her approval or permission she couldn't tell which. _She too adorable,_ Joyce smiled as she released the fake cock in her mouth with a loud pop grabbing her attention. "I suppose you want a reward for being such a good girl?" She asked when Rachel's gaze returned to her.

The teenager couldn't make a sentence as Joyce brought her hands up to unfasten the harness holding the strap on, removing it from Rachel's slim hips so she could dive between her legs and pleasure her soaking cunt with her mouth. Rachel's head flew back in a long moan as Joyce's tongue swirled around her folds and sucked her clit, her breath heaving in gasping breaths as new waves of pleasure ripped through her young body making her stomach flutter. What Joyce was doing to her was nothing like Chloe could do. So experienced, so agile it took her breath away. She couldn't hold the orgasm back even if she tried.

"Enjoy that?" Joyce asked her smugly, licking up the cum covering her mouth as she pulled away from Rachel's dripping pussy. The teen sighed in response still very much on her euphoric high. Joyce laughed as she shared a glance with her daughter, who was shifting uncomfortably on the spot glancing in their direction. "You still want to learn how to use one of these?" She asked picking up the dildo. Rachel gave her an eager nod. "Okay then. Why don't you two girls amuse yourselves a moment while I get changed then."

The mother didn't have to ask them twice as Rachel awoke from her post orgasm daze and bound towards her girlfriend, taking the reluctant girl by the hand and pulling her back to the bed, tearing the bed sheets off her shoulders and shoving the naked strawberry blonde onto the mattress before jumping on top of her. Joyce watched the two teenagers making out on the bed as she slowly started undressing out of her uniform, mentally preparing her most lewd lesson she'd never have imagined teaching.

Chloe was pinned down by the sexy miss amber struggling for words as the blonde smothered her in kisses, her eager hand reaching down between her thighs to rub her clit. Her hips bucked up to meet her earning a loud moan from her lips while the actress bite one of her hard nipples. "Fuck Rachel!" Chloe cried as her girlfriend pleasured her, her blue eyes glancing over to see her mother removing her clothing across the room and stepping into the harness. "Shit! I can't believe we're doing this! My mom…"

"Is so hot" Rachel interrupted. "Don't start being dramatic Chloe. I can feel how wet you are right now, and it's not all from me fingering you. You loved watching your mom go down on me, admit it."

She stared up at the encourageble girl and sighed. She couldn't hide her arousal from her, especially not now she hand her hand between her legs plunging into her pussy.

The girl's played with one another like feisty little puppies until Joyce arrived wearing the strap on, her sexy milf body swaying confidently towards the bed presenting her assets proudly. Chloe swallowed back an embarrassed curse covering her face while Rachel turned back beaming at the older woman's beautiful figure, mewling as Joyce's hand ran along the curve of her back and over her round backside softly. "Shall we begin?" The waitress asked patiently stroking the dildo in her other hand, guiding it towards Rachel's quivering pussy lips.

Rachel stifled a giggle as she brought her body further back, letting the woman line up her hips with her arse so she could ease the large purple cock into her vagina. Her hands clasped around bedsheets as Joyce slowly rocked her body into the younger girl's, carefully pushing the thick synthetic cock deeper until Rachel was visibly shaking with pleasure moaning into her best friends chest. Chloe held her shoulders watching her mom fuck her girlfriend above her, her cunt dripping with juices as Rachel's clit rubbed against hers with each thrust. "Fuck, this is so fucked up!" She gasped trying not to groan from the stimulation. _This is so wrong but why do I feel so hot right now?_

Joyce saw her daughters unease and stroked her cheek softly. "If you don't want any part of this my dear, you're free to go. You don't have to stay. If you want, I can stop this and we can just go downstairs and eat diner and forget any of this happened. Or we can stay and I can teach you what I know about sex, like I sometimes wished I'd done before."

"Please stay" Rachel pleaded looked down at Chloe's conflicted expression. Her eyes were laden with lust, her mouth dry while her body screamed for attention from both the Price's. She grabbed her face in her hands and kissed her repeatedly in desperation. "I need you, both of you. I want you to fuck me. Teach us how to make love, show us how to fuck each other. I love you so much Chloe, please… please stay…"

The girl's rambling broke down Chloe's will to resist, quietly nodding with a whispered "I love you too Rachel" before embracing her girlfriend to make out with her. While the girl's shared a steamy passionate kiss Joyce got to work warming up the hot actress's pussy for her daughter to practice on when she was ready. Her hands held the girl's hips tightly as she thrust into her over and over, driving the young Rachel Amber wild in Chloe's arms. In truth Joyce was enjoying this position of power, fucking another woman like many of the men she'd dated would fuck her. It felt good, intense, hot, inspiring. She wanted to grab the girls hair and yank her head back, pound her brains out until she gushed all over the bed. But tonight wasn't about her. This was a learning opportunity.

A few minutes later Rachel had experienced her orgasm and was recovering on the bed, giving Joyce time to take her daughter aside and quickly take her through the key factors about using the strap on while helping her fasten it to her waist. When she was ready Chloe positioned herself between Rachel's outstretched thighs rubbing the purple tip against her folds while Joyce sat behind the blonde with her head on her lap, watching like a hawk offering subtle directions to build up the suspense.

"Just take it nice and slow to begin with" Joyce instructed calmly, her fingers stroking Rachel's chest as her daughter nervously push the dildo into the girl's pussy, hesitating when she tensed up from the penetration. "It's okay" Joyce told her monitoring Rachel's breathing, smiling as it broke into a moan. "Just nice and slow. Let it slide in, don't force it."

"This is so surreal" Chloe whispered as she carefully slid the fake cock deeper inside her girlfriend, watching her buck and shudder as she was filled, her head tossing side to side on her mother's lap. She looked so hot like this, so hot Chloe just wanted to wrap her in her arms and pound her dick into her pussy until they were both screaming.

"Fuck me!" Rachel cried echoing Chloe's sentiments, reaching up with a desperate hand to pull her lovers face in to kiss her. Chloe forgot her moms advice and just started fucking, her hips thrusting between her legs faster the more the girl's made out. Rachel was screaming her name within minutes, her fists gripping Chloes hair tight staring into her eyes. "I love you Chloe Price. You're so fucking amazing!"

"I love you too Rachel Amber" Chloe replied, grinding into her harder nearly forgetting her mom was still watching them on the bed. She glanced up embarrassed but was met with a proud gleam in her expression as Joyce simply smiled and stroked her daughters cheek. "Thank you" she mouthed to the older woman, grateful to get an opportunity like this.

"Just promise me you'll tidy up when you've finished" Joyce told her, kissing her forehead before easing herself from the sexy couple. "Everything goes back where it should be, bedsheets in the wash, and neither of you are to go snooping around this room ever again. Is that understood?" The two girls nodded, briefly pausing their love making to acknowledge their new teacher. "And David must never find out about this" Joyce warned, shooting Chloe a scolding look to prove its non negotiable.

The punk girl laughed but gave her mom a nod in agreement, returning to her horny girlfriend who was kissing her neck insistently. Joyce gathered up a change of clothes as she left the girl's too it, closing the door shut behind her leave them alone. She dressed herself outside in the hallway listening to their progress like a good mother should, breaking into a wide grin as she heard their cries reach a higher pitch indicating the point of orgasm had been successfully reached.

"That's my girl" she sighed proudly as she walked downstairs making herself scarce for the evening.


	12. On school Grounds

Max waited by the statue just outside Blackwell Academy, her leg twitching nervously as she looked around the dark street trying to spot any sign of her friend and co conspirator. "Come on Chloe, where are you?" She sighed out loud checking her watch. _She's really late now. She did say after dark tonight, right?_

Starting to get worried Max pulled out her phone and dialed Chloe's number, pressing the device to her hear praying for her to pick up. After several rings it went to voice mail. "Chloe! I'm at Blackwell where you told me to meet you. Where are you? Please call me back and let me know you're okay." Ending the message Max started spiraling through all the things that could've gone wrong. _Maybe she changed her mind, but then why not just tell me? What if she got caught sneaking onto school grounds? Maybe… Maybe we just got the meeting place wrong?_ Hoping for the third option Max stood up and started exploring the grounds to search for her. _She's probably waiting for me around one of the corners or something._

After stumbling through the dark for a few minutes she tried her phone again, listening for the dial tone over her rapidly beating heart. She didn't want to panic but _anything_ could've happened to her out here. But then out of the darkness she heard it, the faint sound of Chloe's ringing mobile phone. "Chloe?" She called out following the sound towards a more out of the way patch of concrete where she knew many students adopted as a smoking area. As she chased the faint ringing the sounds cut off suddenly, and Max froze in hesitation.

"M…Max?" Chloe's voice rang out of the speak on Max's mobile.

"Chloe?" She answered immediately, shock and relief overcoming her as she held the phone protectively. "I was so worried. Where are you?"

"Everything… I'm fin _-uh_. I'm so- _oo_ -ry I di…didn't he _eh_ ar the…ph..ph… _oh…_ "

"Chloe? Are you okay? So sound rather strange?" She asked her still walking in the direction she heard her phone buzzing.

"Oh..I…I…I… Oh Max, I… oh, oh..oh..oh I can't, I IEEAAH!"

Max recoiled as Chloes voice deteriorated in a series of high pitched wails and moans, sounds she could hear coming from the dark corner of the academy grounds as well as the phone. Fearing for her friends life Max sprinted in her direction to help her, rounding the corner breathless as she found her best friend sprawled across the floor pinned to the ground by a towering figure, his hips gyrating against her red backside as his cock pummeled her ass relentlessly. Chloe writhed on the ground beneath his weight screaming incoherently, her mobile clattering out of her grasp. The figure glanced up as Max appeared around the corner, his dark predatory eyes locking onto her as she froze in horror.

_David!_

Max didn't hesitate as she held out her hand, time and space whizzing around her as she focused on saving Chloe from the security guards clutches. The last time she saw that look he was raping her in her bedroom while she hid in the wardrobe, before she rewound time and instead got the better of the arrogant stepfather. Now…now Max was ready to stop this before it started, reminded to before Chloe was attacked ready to save her.

When she let go of the time stream she was alone in the dark, neither David nor Chloe in sight. She checked her watch; _I got here five minutes after this moment. So where's Chloe?_ She pulled out her phone about to dial when she heard footsteps. _Heavy footsteps_. "Crap" she cursed under her breath diving for cover behind a nearby hedge. Peering through the brambles she spied David marching down the path with a torch in hand, patrolling the grounds in his security uniform. He had his trademark air of confidence about him, like he owned the school and kept order within its walls.

Max stayed silent as he walked along scanning the shadows for trouble until a fresh set of footsteps drew his attention up to the path leading to the main gate. Max's eyes followed his torch light and saw Chloe materializing into the light dressing in her usual fades jeans and jacket, white T-shirt and blue beanie nearly glowing as the beam hit her face. "For fuck sake dude, get that out of my face!" She called out angrily shielding her eyes.

David lowered his torch while regarding his step daughter disapprovingly. Max's. Reach caught in her throat as she saw Chloe approach her would be attacker. _What is she doing?_ She thought as she prepped herself to leap out of the bushes when he made a move. "You should know better than to skulk around Blackwell property in the dead of night" David growled as Chloe scanned the area making sure they were alone. She didn't see Max in the hedge as she returned her gaze to her step father. "So" David asked regarding her suspiciously, "what do you want?"

"I think it's more a question of what do _you_ want?" Chloe shot back closing her arms. "You're the one who wanted to "meet"" she gestured with air quotes.

"You picked this time and place" he replied.

 _Wait, Chloe came here to meet up with him? Why?_ Max wondered puzzled listening more intently.

"I thought its be…quiet" Chloe shrugged. "Less exposed than our last meeting place. Can I assume you wanted to talk about what we discussed yesterday at the diner?"

David didn't say anything but Chloe got the impression she'd struck gold. _What are they talking about?_ Max wondered. This whole thing was making less and less sense. _Why was David attacking her when I got here? Why did Chloe choose to meet in the middle of the night?_

David was silent as he stood in front of his step daughter, glancing from side to side ensure nobody was in sight before replying "let's say I might be interested in what we had discussed, would you be available?"

"You know my price" she reminded him with a cocky grin. "But I'm charging per discharge. Can't have the punters getting too carried away, can we?" She put her hands on her hips watching the older man patiently as he switched off his torch and putting it away. The corner was plunged into darkness but the yellow glow from a street lamp several yards away illuminated enough for Max to see the pair of them as the security guard pulled a wad of cash from his breast pocket. Chloe held out her hand for him to transfer the payment, casually pocketing it without checking the amount, trusting he paid in full.

The blue haired punk girl stared into David's disciplined expression as she slowly squatted down onto her knees in front of her, her hands unbuckling his trousers to pull out his waiting member before jerking him off slowly. Max watched her stroke his shaft and play with the tip using her tongue, her eyes never leaving the man's gaze as she took him into her mouth. "Chloe?" She whispered in shock. _Why would she be giving him a blow job? And why did David just give her moment. Wait a minute, did David just pay Chloe to suck his cock? Is that what Chloe's been doing with those men? Is she a hooker now? Is she really that desperate for money?_ All these thoughts raced across Max's mind as she realized all those assaults she was saving Chloe from may not have been assaults, but rather a consensual fuck with a pay out. _That means I didn't have to rescue Chloe from him because she wanted this? But then…what do I do?_

She couldn't just leave now without revealing herself So Max quickly retrieved her phone, careful with the screen lest the glow give away her position. She also turned off her sound and vibrate function before quickly typing out a short text message to send to Chloe's phone. She looked up to hear it ping, her best friend calmly retrieving it while she ran her lips around the guys cock furiously, never breaking her pace as her blue eyes glanced down at the screen. "There a problem?" David grunted when she paused releasing his dick with a pop.

 _At Blackwell Main Entrance. Where R U?_ Max's text read.

"No problem" Chloe replied quickly tapping a response, pressing send before smiling up at her step dad. "Now where was I?" She asked rubbing his length. As the man groaned from her pumping motions she slipped under and started licking his balls with her tongue, pulling the orbs into her mouth to roll them around sucking hard making him grunt and grit his teeth.

Max stared in wonder as she watched Chloe pay with David's cock and balls, quickly checking her phone to see Chloe's reply; _running late, B there soon. Luv C. X._ "Yeah, right" Max sighed remembering how long she was waiting the last time before she stumbled upon Chloe fucking her step father like rabbits. She settled down in the bushes careful not to make a sound, resigning to the facts she was going to be here a while. But she decided to make the most of it by quietly slipping her hand over her crotch to rub herself through the clothing, breathing slowly while her other hand cupped her breast under her shirt. _Might as well enjoy the show_.

Chloe was a master of teasing people, getting David so worked up by the time her mouth reattached itself to his dick he was begging to fuck her throat raw. His hands flew to her blue hair ripping the beanie off and gripping the dyed strands, yanking her head against his hips to fuck her mouth harder. Chloe leant her lesson from last time as slackened her jaw, allowing the older man to control her as his dick thrusted against the back of her throat, his heavy balls slapping her chin with each flick of the hips. She moaned around his shaft sending vibrations through his body driving him mad. "Fucking punk bitch! You keep running your mouth like that and I'll making you eat my motherfucking dick" David growled tightening his grip on her hair, bottoming out in her mouth shoving her face against his stomach as he climaxed.

Chloe gaged as his semen filled her esophagus, her cheeks bulging as he emptied his tight bollocks into her throat. "Take it all bitch!" He told her as he ejaculated, cum leaking around her mouth as he kept Ed pumping load after load. She held onto his thighs tightly as she fixed David with a fierce, predatory gaze as she swallowed his cum one mouthful at a time, gulping his seed down determined not to lose a single drop just to best his challenge. Max heard the noises from her bulging throat, her mouth going dry thinking about his hot cum slithering down into her stomach.

David didn't release Chloe's hair until he'd spent every last drop, having not so much as masturbated since he proved his dominance over her in that diner. he'd been saving it for this moment, disappointed at how resilient the punk girl had become lately. His slack penis flopped from her mouth to recover letting her wipe her lips swallowing the last of his cum with a smug expression. "Satisfied?" She asked rising back to her feet standing before him.

"No" he replied coldly, grabbing her by the hair again to fought kiss the cocky girl, his hand reaching to rip her shirt open and glimpse the treasures hiding within. But Chloe retaliated quickly, her hand shooting forward to grab him by his sensitive privates, locking her fingers into a vice grip until his backed off with a reluctant whine of discomfort. His dark eyes glared at her predatory blue orbs, snarling as she squeezed a little more. "If you want more" she told him coldly, "it's going to cost you extra."

"Fucking bitch" he snarled but she squeezed harder, holding him so tight she could feel his Crown Jewels ready to pop. He winced fiercely, somehow utilizing his training to keep from showing how much pain she was putting him in. It was unnerving, so unnerving Max feared Chloe might end up crushing his balls and the man wouldn't even blink. _thats kinda terrifying,_ she thought, her jeans growing rather damp.

"I always dominate" Chloe growled in his ear. "I'll never obey, especially to you, but right now I need money so I'll make an exception for you and let you fuck me right here you dirty old man." She released his balls and took a step back, unzipping her jeans and pulling them halfway down her thighs before doing the same with her panties, leaving her pussy and ass exposed while she slipped her jacket off her shoulders. David watched as Chloe turned to face the brick wall, planting her hands on the surface showcasing her backside to him. "Come on asshole, fuck me."

Max had never felt so turned on towards Chloe than this very moment, biting her bottom lip hard enough to draw blood in an effort to keep from making a sound, her clit pulsing against her soaking underwear while she rubbed between her legs. _I've never seen Chloe act like this. So powerful but such a slut._

David didn't hesitate as he fixed his predatory gaze on his step daughter, lunging forward to pin her against the brick wall. His hands gripped her shoulders as he looked over her waiting body, his breath coming in long controlled growls like a wild animal, the hot air making Chloe's skin tingle. She stood her ground defiantly as his large hands roughly massaged her shoulders, sizing her up as she readied herself for whatever he had planned for her. "I'm going to enjoy breaking you" he whispered quietly in her ear, pressing himself against her so his erect cock brushed under her crotch.

She rolled her eyes at his remark, about to retort something witty and sarcastic when his hand suddenly struck her bottom as hard as he could. She gasped out in shock, the pain silencing her voice rendering her speechless as he hit her again, his palm striking the same painful spot on her cheek. In just two smacks David had Chloe on the verge of tears. He wasn't playing with her it seemed. "FUCK!" Chloe managed to cry out as he smacked a third time, digging his nails into the sore red flesh of her ass making her whimper underneath her breath. "You like that you punk bitch?" He snarled in her ear, his other hand squeezing her shoulder to get her attention.

Chloe didn't respond, planting both palms in front of her focusing on her breath refusing to show him how much his punishment hurt. Max admired Chloe's resilience and determination, remembering how stubborn she could be. But she knew how vulnerable she really was behind the brave face and felt sorry she couldn't be up there to kiss her better. _Instead I'm hiding here trying not to masturbate to her brutal spanking._

David paused in his abuse to lift Chloe's shirt above her breasts, ripping the bra off her and tossing it aside to roughly knead the tits in his palms, twisting her nipples in his fingers while she bit her lip. She arched her back against him as he giraffes his hips against hers, his dick rubbing between her thighs teasing her pussy. She humped the thick shaft toying with his cock, moaning quietly until his fingers clamped around her throat. "I hope you're getting your moneys worth" he hissed.

"Like I said" she replied confidently. "Payment per climax. You already came inside me. If you want a second go, it'll cost you. I'll take payment on delivery" she smiled, wincing as he dragged his nails across her chest leaving deep red scratch marks on her skin.

"Who says I plan to cum?" He asked her biting at her earlobe. Chloe's face suddenly became uncertain as he shoved her against the wall, cheek pressed against the surface as he held her shirt in a tight fist against her back, her boobs hanging below her as he dragged his fingernails along her spine to her stinging bottom. Without another sound David stood over the trembling girl, his palm striking down at her arse with so much force his handprint welted on her cheek. Chloe stifled a scream by gritting her teeth, her eyes welling up as he struck her again, over and over, each slap harder than before until she was practically weeping. But somehow Chloe Price refused to utter a single sound despite the agony David was submitting her ass to. Even Max was wincing in pain as she watched his hit her glowing red backside for the final time, quietly admiring his handiwork before grabbing Chloe by the hair yanking her against his chest. "Is this what you wanted when you agreed to meet me tonight?" He asked her.

Chloe's cheeks were glistening with tears, her face red and flushed. But the look she shot back at him was as cold as ice. "Did you come here to fuck me or to spank me asshole?" She retorted, her voice startlingly focused.

David seemed to admire that as he dragged her off the wall and shoved her to her knees, pushing her onto all fours before lining his dick at her burning entrance. For a brief moment his tip brushed her back entrance, the sound of Chloe's sharp inhaling breath filling the silence until he switched over to her dripping pussy and penetrated her hard. Chloe grunted as he plowed as deep as he could, his hands grabbing her shoulders to get some force behind his thrusts as he pounded into her from behind, her body shaking violently. "Fuck!" David grunted as his step daughters walls squeezed him. "Why are you so tight you junkie whore?"

Chloe groaned as he adjusted his hold over her trying to fuck her harder, her palms scraping the grounds grazing her skin. "Because I'm gay douchebag" she retorted glancing over her shoulder to see his face. "I don't like dick. I'm only letting you fuck me because I need the money."

David glared back at her trying to figure out if she was lying, but her expression was pretty convincing. Max cocked her head thinking back to all the times they hung out since she came back to Arcadia Bay. They never discussed it but it did seem Chloe's sexuality was more directed to girls rather than guys, thought she'd witnessed the punk hook up with a few here and there. _And we have hooked up in the past, so I guess that means…_ Max decided to question her own sexuality later as David renewed his efforts thrusting into Chloe's cunt. "Tattooed lesbian whore" he growled shoving the girl onto the floor flat on her stomach to get a new angle on her pussy.

She lay beneath the overpowering man over the dirty concrete, cigarette butts littering the ground around her. She attempted to lift her head but her step fathers hand pressed against her back pinning her down as he fucked down into her faster and harder. The recent punishment delivered to her ass meant every time the man's hips collided with her body a bolt of stinging pain shot up her spine making her moan. Her fingers clawed at the concrete scrambling for purchase as she was fucked into the ground mercilessly in glorious agony.

David reached down to lift the girl's head, growling into her ear "still don't like my dick you slut?"

Chloe finally relented in her disobedient silence to let out a bellowing scream as he put his weight behind his thrusts, his cock pounding into her pussy so hard she felt like he'd punch her hole through her stomach. "Harder" she gasped, her heart pounding in her ears. "Fuck me you pervert! Fuck your teenage step daughter like a dirty old man!"

David accepted the challenge plowing into her while she creamed insults at him, his own replies cutting just as deep and wild as they went at it on the ground. Max watched in morbid fascination fingering her dripping pussy, her hand inside her jeans furiously rubbing her clit unable to control herself. Seeing Chloe get this wild for sex was driving her crazy, so crazy she didn't even care if the horny lovers heard her as she painted in labored breaths, soft moans expelling from her lips as she drove herself to a subdued orgasm in the bushes, her knees shaking as her thighs clamped together around her hand. "Oh fuck" she cried through her palm muffling her screams, briefly fantasizing about the one time she rode David's cock without his knowledge. She wanted to be a part of this but didn't want to interrupt.

Instead Max Caulfield took the opportunity to grab her camera and use her powers to temporarily freeze time, long enough to sneak out of the bushes and snap a few pictures from different angles, focusing on Chloe's frantic expression as David's cock buried inside her abuses hole. She wanted to record every moment of this climax.

"Fuck Shit FUCK!" Chloe screamed, David's fist in her hair as he increased his pace, his breathing getting shorter as he approached his climax. She rode his all the way to the edge, her cunt crushing his dick with her slick walls as she orgasmed hard creaming herself. "Fuck!" He groaned loudly as he came alongside her, burning his shaft deep into her uterus to pump long spoonfuls of cum into her fertile womb, the sensation of being filled making Chloe's eyes roll back into her skull. The pair collapsed onto the floor in a sweating heap, the older man falling over the girl breathlessly, their bodies shivering as the last of the cum was expelled between them.

David was the first to move, pushing himself to his feet carefully avoiding the quivering girl as he slid his flaccid cock out of her gaping pussy shoving it in his pants to buckle himself up. Chloe stirred a few seconds later rolling herself onto her side, moaning as she felt the discomfort in her stomach from where her cervix was penetrated. "Fuck dude" she whispered rubbing her belly feeling his semen sloshing around inside. "If I get pregnant I'll fucking kill you asshole" she told him glaring up at the security guard.

David chuckled tossing a fresh pile of notes over her trembling body. "Here" he said dismissively as they floated down onto her damp skin. "Money well spent" he declared walking away, leaving her alone in the dark as he continued his patrol.

Chloe weakly sat up against the wall gathering up the discarded cash, ignoring the cramps as she counted her earnings not even finding the strength to redress herself. Across the grounds she heard rustling from the bushes as a shape cautiously rose from the shadows. She looked up to find a light from a mobile phone pan over her as her best friend stepped out to meet her. "Max?" She said in shock, glancing down at the state she was in then in the direction David had left. "How much did you…"

"Enough" Max answered slumping down beside her. She briefly explained what brought her here and what she witnessed, leading to her showing the many photos she took during Chloe's last orgasm as David ejaculated inside her. Chloe was amazed timid shy little Max Caulfield had the balls to take them in such a many, relishing the chance to see herself through Max's eyes in her most sex-crazed moment. "Jesus Chloe" Max breathed sitting beside the half naked dripping young woman, staring at her in bewilderment. "I never thought you'd really want to have sex with someone like David."

"Step douche is just a source of income" she remarked flippantly, still cycling through the photos. "Damn Max, these are hardcore. I look so wasted. I bet you were soaking wet in those bushes."

"I was" she confessed with a giggle. Chloe chuckled gazing at the sexy brunette beside her. Without thinking Max leaned over and kissed the blue haired punk, butterflies aggravating Chloe's aching stomach. The photographer looked down at the girl's leaking cunt, giving her a playful smirk. "How much is still inside you?" She asked.

"Most of it, I think" Chloe replied stroking her stomach, picking off cigarette butts clinging to her skin. "David sure has some big balls."

"Maybe I could help?"

"How?" She asked curiously.

Max only smiled, pecking her on the cheek before sliding down to Chloe's waist taking her thighs in her hands and diving between her legs to wrapped her lips around the sensitive pussy. Before Chloe could ask her what she was up to Max's tongue slid into her core, shoveling out David's cum as she sucked on her folds and clit, drinking the white substance mixed with Chloe's fluids like it was a milkshake. The tattooed girl moaned as her girlfriend ate her out, sucking as much of her step dads seed out of her as she could, her sensitivity shooting through the roof with each gulp as she orgasmed once more creaming into Max's waiting mouth.

"Fuck Max, you're so fucking hardcore!" She whined as the girl returned to face the shaking punk, her eyes sparkling with pride as she pulled her into a kiss to share the combination of cum and semen with her girlfriend. The substance swirled around in their mouths as their tongues caressed one another passionately, sighing in content and lust before they each swallowed their share gazing into the others eyes. "I think you missed some drops in there" Chloe told her biting her lower lip.

Max grinned kissing the punk down her front returning to her entrance while Chloe reclined against the wall, closing her eyes letting Max clean her up nice and slow.


	13. Brooke tries some new Toys

Max fell onto the bed breathless as the hornet teenager on top of her stole the air out of her lungs in a powerful kiss. The young photographer could barely string a coherent thought together as her t shirt was ripped over her shoulders and tossed to the floor of the dorm room.

"Holy shit" she stammered prying her mouth away to grab some air as the black haired young girl grinned against her body ravishing her slender neck, biting carefully against the skin leaving bright red hickeys in her wake. Max shivered as the science nerd Brooke Scott pressed her body against hers, her hands controlling the brunette holding her hair and waist. "When you said you needed help with your midterm paper" Max gasped writhing beneath her, "this wasn't what I had in…"

"No talking!" Brooke interrupted, grabbing the girls wrists and pinning them to the mattress fixing her with a cold stare through her thick rimmed glasses. "I didn't bring you here to talk" she said simply, lunging forward to grab Max's lips with hers prying them apart to dominate her mouth with her tongue. Max struggled to find the will to resist, moaning into the kiss as the patch between her legs got significantly damper.

Things escalated quickly after Brooke invited Max into her room to work on an assignment. They had a few brief words about science and school, Warren might have come up at least once, but at some point Brooke just suddenly stood up, locked the door and threw herself at Max without any warning. The brunette was in such a head spin she didn't realize the girl had her jacket off her shoulders and her hand under her shirt until she was on the bed. This left Max in her jeans, socks and underwear while Brooke had her hoodie, jeans, shoes and all the rest of the cards as she held Max's hands either side of her head.

Brooke broke the kiss after a very long and forceful excursion into her throat, leaving Max gasping for air as the girl straddled her waist to keep her in place as she pulled the hoodie over her head along with her black T-shirt. Her dark blue bra matched the blue and red highlights in her hair, which the nerd quickly discarded before Max's dumbfounded eyes. She wanted to say something, tell her she was moving a little too fast considering they were barely friends let alone friends-with-benefits. But one look at her dark brown eyes told Max she wasn't allowed to speak under any circumstances as she unbuckled her jeans.

With the brief moment to think Max came to the conclusion Brooke was simply looking for a way to receive some tension and stress, maybe vent some frustrations on what she considers her main rival. Max had tried to tell her Warren and her were just friends but Brooke always did seem the jealous sort. A part of her was worried what Brooke had in store for her specifically tonight.

The girls jeans slid off her young legs quickly, leaving her in her red panties as she turned her focus to Max's bottom half, undoing her jeans and yanking down her thighs in a hurry. "Um, maybe we should talk about this before…" Max tried to say before the nerd clasped her hand around the photographers crotch, her palm pressing roughly against the wet fabric of her pink underwear making her inhale sharply as her fingers pressed hard against her sensitive clit.

"I said I don't want to talk" she growled glaring up at Max as she trembled on the bed. "If you say another word I'll gag you with your own panties" she warned, yanking the pink fabric down Max's thighs along with her jeans. She held the underwear in her palm threateningly hovering over the brunette, daring her to speak but Max learnt her lesson. _No talking_.

Dropping the clothing onto the floor Brooke tore away the last article on Max's body, her grey bra, leaving her completely naked save the grey socks on her feet and the waist bands on her right wrist. Brooke still wore her glasses and her hair band but otherwise she mirrored Max in how exposed she was. Max had never seen Brooke without so many clothes, her blue eyes looked down her young figure and finding it deliciously attractive. Her perky small breasts pressed against her own flat chest as she crashed her lips back against hers to make out some more, hands exploring her skin experimenting with different sensitive points of interest.

After a lustful minute of quiet snogging Brooke pulled away from her captive to retrieve something from her bedside drawer. Max glanced across watching her reach inside, wondering if Brooke was to type of girl to keep handcuffs by her bedside. Instead Brooke came back with a thick blue vibrator, taking a moment to check the battery before sitting up on the bed and turning around above Max, crawling over her until her shaved pussy was hovering over Max's face.

_Holy shit, this is moving rather quickly._

Brooke didn't wait for permission before lowering herself onto the photographers face, her pussy lips smothering Max who was forced to give oral sex to the dominant young woman for fear she'd suffocate her if she didn't comply. The quiet restrained moans were the only indication she had to work with telling her she was doing it right, licking up and down her folds as her small hands gripped the girls hips to keep her steady.

She wondered what Brooke was up to as her own sex ached for attention, her clit throbbing sensing Brookes breath just out of reach. As much as Max craved her own needs being satisfied she focused on pleasuring the raven haired nerd, pushing her tongue inside the girl to explore her entrance dutifully. Her reward came seconds later when the cold tip of the vibrator pushed its way into her tight rear pucker. Max cries out in alarm as her virgin hole was penetrated, her scream muffled by Brookes hips unable to escape, panting through her nose as the girl forced the thick toy further into her tight ring, ignoring the objective moans reverberating through her vagina until she'd managed to squeeze a good five inches into Max's rear. Holding it in place she soothed the girl by playing with her burning clit, controlling the shaking girls hips as she teased her pussy with two fingertips inside her entrance. She tortured the brunette for another minute before lowering her face to begin orally pleasuring the photographer, but not before turning the vibrator on to the low setting.

Max groaned into the nerd body as the soft buzzing sound drifted from her backside, the vibrations sending tremors up her spine as she simultaneously experienced Brookes long tongue penetrating her pussy alongside it. _Losing my anal virginity and double penetrated? Brooke must really hate me._ Max could do little but let it happen as she attempted to return to Brookes pleasure, her tongue lapping away at her sex in an attempt to even the scales. But the dominatrix tipped the scales further by adjusting the settings on the vibrator, the toy buzzing louder as the intensity increased. Max felt her whole ass clench around the intruder, the vibrations like a constant earthquake inside her body rattling her brain. Her eyes rolled into her skull as she came involuntarily into Brookes waiting mouth, her muffled scream sending her own shockwaves through the girl pushing her to the brink. She orgasmed with a grunt drowning the trembling girl, her cum splattering over Max's face as she struggled to contain a second follow up orgasm, the vibrator in her arse burning her colon.

Brooke pried the toy out after watching Max climax a second time, licking the blue shaft clean rolling off the breathless girl to let her recover. Max lay limp on the bed staring at the ceiling covered in juices, both hers and Brookes. She was left in such a daze she didn't register the young girl getting off the bed to walk towards a nearby workstation to tinker with something while the photographer waiting for feeling to come back to her body.

When Brooke returned she was holding her tablet, absently tapping the screen as she sat back on the matress beside Max. "Wow" Max breathed, finally finding her voice as she looked cautiously up at the distracted science student. She wiped her brow threading her fingers through her hair releasing a shaky breath, her butthole still quivering around a phantom dildo ghosting up her arse. "That was… I mean, I never thought you would…"

Brooke interrupted Max's line of thought by placing the tablet down on the bedside cabinet and rolling back to silence her with a kiss, her palms stroking Max's cheeks quietly reminding her to stop talking as she swapped spit and left over cum from their earlier transition. Max tasted herself on the nerds tongue as she sought out her own inside her mouth, her breasts pressing against her side poking their erect nipples into her skin. Max tried to gain control of the kiss but Brooke proved a powerful opponent, grabbing her by they shoulders and rolling them both over until Max lay on top of the smaller girl furiously making out with her. Her clit grazed Brookes and the pair gasped in unison.

But despite Max having the higher elevation Brooke remained in command, kicking her legs out underneath the brunette to nudge her knees apart and raising her hips higher. She had Max on her hands and knees hovering above her naked body within a minute, looking up at her emotionless examining her posture. "Don't move" she ordered, reaching over to take the tablet off the night stand and bringing it in front of her face.

Max stared down bewildered as the raven haired girl started messing with the screen, ignoring the nervous naked girl crouched over her as she pushed her glasses up the bridge of her nose. _What do I do now?_ Max wondered, a primal urge to snatch the tablet from her hands and kiss her entering her mind as she watched the disinterested girl play with her gadget. She considered taking the initiative and diving between her legs, Damn the consequences if she defied the young girl, but then her ears picked up a faint buzzing sound coming from behind her. Glancing back she saw Brookes drone hovering in the air a few feet away, drifting closer as the nerd remotely guided it towards them. Max eyed the flying piece of machinery and realized something had been attached to the base of the drone, some kind of homemade addition fitted with a motor and a camera, which Brooke was using to fly the drone looking through her tablet. Max glanced back and caught the HD image of her bare bottom growing in size, her red arsehole pulsing nervously still gasping from where the girl violated it with the vibrator.

A fearful expression fell over Max's face as she looked back at the drone and realized the addition she had attached to it was a dildo, a large, black cock fastened to a motor fitted with a camera in the tip. _She's turned the drone into a flying fuck toy._ "I've been meaning to try this out on someone" Brooke said quietly from behind the tablet, as if reading Max's mind as she brought the drone closer to her rear, expertly aiming it at her desired target.

Max inhaled sharply, her nails digging into the bedsheets as she braved herself for the drones arrival. A part of her was terrified, but a larger part was rather curious to see what the drone would be capable of. She'd never been fucked by a drone before, never considered it a possibility. Obeying Brookes command to stay still she waited for the girl to guide the black dildo closer, the camera feed showing Max's glorious ass as it edged in towards her cheeks. The next thing Max felt was the tip poke against her skin, making her jump in surprise. The second time the tip found her gaping back door, poking inside the entrance and getting lodged an inch or two in. _It's too big_ , Max thought feeling her muscles clenched around it.

"Shit" Brooke muttered, the drone trying to pull itself out of her tugging at the dildo. "Wrong hole" she scowled, glancing up at Max. She realized what was wrong and quickly relaxed her body, releasing the black cock with a pop as the drone wavered back a few feet. Brooke returned to the screen and realigned her heading. Knowing which target she was looking for Max widens her stance, making her dripping pussy more accessible willing the drone to find its mark. With a flick of her thumb Brooke sent to drone forward, the cock shooting through the air and finding the pulsing entrance waiting. Max was so slick the cock slid effortlessly inside, three inches deep stretching her walls around its girth.

Max wasn't unaccustomed to having toys or cocks inside her, but something about having a large dildo strapped to a flying drone seemed alien and unnatural to the young woman. The weird sensations continued when the drone pushed further forwards driving the cock deeper, penetrating Max with a groan. She pushed against it to help force the cock further, looking down at the tablet in Brookes hands where the science geek was watching a live feed from the camera currently traveling through Max's inner walls, the high definition image revealing the unexplored depths of Max Caulfield's body to the girl. Max saw herself on the camera, amazed at the sight she would never have believed she'd be witnessing.

Brooke looked up at the transfixed photographer. "I could send you a copy when we're done" she said flatly, sparking a alarmed reaction from the girl. _She's recording this?_ Brooke trained her focus on the screen as the view of Max's pulsing cervix came into view, proving how deep the dildo was buried as the drone lodged itself against Max's ass cheeks. When she was satisfied she pressed a button, looking up at Max to watch as the trembling young woman suddenly cried out jerking forward.

The motor strapped to the dildo came to life, thrusting the cock deeper into Max Caulfield's vagina shoving her against the science nerd with a gasp. It retracted just as quickly only to thrust again a few seconds later, fucking the brunette against the naked body underneath her as she moaned from the bizarre mix of discomfort and reluctant pleasure. It wasn't a human fucking her, it was mechanical and constant and merciless, but _fuck it actually feels good._

Brooke didn't say a word as she watched the freckled young woman rock against her as she was pounded by the drone, cocking her head in amusement as her face contorted above her. If she was getting any pleasure from watching her squirm, or from the friction between her legs where Max's clit brushed against her navel, she was a master at hiding it. Max on the other hand struggled to contain her emotions as the nerd dragged her finger over the screen to increase the rate of thrusting. "I can't… I can't, it's too much. I don't think…how…I can't…"

"I thought I said no talking" she sighed in frustration, rolling her eyes as she leaned across reach her hand over the side to grab Max's panties from the floor, stuffing them into her mouth gagging her. Max let out a muffled scream as Brooke increased the drones pounding to Max, the cock pummeling her in a blur driving the girl into several cascading orgasms, cum squirting out of her pussy around the abusive machine dripping down her thighs onto the mattress. Max wailed through her gag, tears in her eyes as she strained to hold herself up, begging the dominant young girl to relent and leave her be. Brooke waited until the shuddering hips of Max Caulfield humping her crotch brought her to her own climax, during which the photographer suffered four more painful orgasms, before she dialed back the intensity of the drone slowing easing it to a standstill while she basked in her own escasty.

Max trembled a whimpering wreck by the time the dildo fell still inside her abused pussy, her walls clenching around it going through the aftershocks of her last explosive climax, big enough to make her scream the building down had she not been gagged. She panted through her nose as Brooke wrapped her legs around her shaking waist, holding her still so she could take control of the drone and pry it out of her sluggishly, leaving the sweating broken girl empty to collapse on top of the science student. Brooke took pity of Max, casting her tablet aside and pulling the soaking fabric of the panties out of her mouth to let her breath and moan softly against her shoulder. She lay there trembling for several minutes, too weak and tired to speak or move. Eventually she managed to lift her head and look up at the silent young girl, their eyes meeting sharing a moment of understanding. Without a word Brooke took Max's face in her hands and kissed her on the lips, offering her a tiny glimpse of a smile.

"You can go now" Brooke said, picking up her phone from the night stand and turning her attention away from her lover.

Max stared at the enigma that was Brooke, but was unable to find the will to argue or ask questions as the girl turned away from her. Feeling like she'd been dismissed Max pushed herself onto her aching arms and legs and eased herself off the naked disinterested girl who sat willfully on her bed playing with her phone. She slowly got dressed, pulling her clothes over her damp and cum stained body between aches and groans, dragging herself off the bed onto two unsteady feet as she made her way to the door. "Max" Brooke called to her, holding out the girls balled up panties. "You forgot these" she said without looking up as Max gingerly took them back, her mouth feeling dry remembering how they tasted in her mouth. With an embarrassed flush of red Max Caulfield left Brookes room and returned sluggishly back to her own.

It wouldn't be until the next day that Max would here from Brooke again. She got and email from her out of the blue with a pair of video files, one of which Max recognized as the video feed from the camera embedded in the dildo filming inside her. Max was shocked to find this attached, shocked that Brooke actually sent her a copy. But curiosity made Max watch it seeing her walls flood with juices every time she climaxed, how they pulsed and shuddered around the edges. The most bizarre sight was the moment just near the end where the camera edged close enough to Max's cervix, breaching it just a little bit but widening the opening enough to peer into her own uterus unjust for a second. Max actually found herself leaning in to get a glimpse of her deepest most private part of her own body.

She shook her head as she closed the video, her blue eyes rereading the email Brooke had sent.

_Thought you'd want to see these. If I need your help again, I'll be in touch._

That's all she wrote. But attached was _two_ videos. The second one caught Max even more off guard. It was a third person angle of her and Brooke having sex in her room, panning around the two naked figures as they made out and licked each other, the camera floating in the air as they undressed and fucked. _She must've had a second drone I didn't see or hear,_ Max thought watching her own homemade porn movie. A part of her was horrified Brooke filmed it, but another part was fascinated. She'd never filmed herself having sex, was always self conscious about taking her own picture. Yet here she was in glorious high definition. _And I look good._

Making sure the door to her dorm room was locked, Max pressed play on her own sex tape and sat back in her chair to enjoy the new perspective. It wasn't long before she had her jeans around her knees and a hand underneath her panties.


	14. Sleepover at Dana's place

A girls night in wasn't usually up to Max's speed, but it had been a strange week and could use the distraction. Besides, if the evening went horribly she could always rewind back to the start and opt out of the whole thing.

That being said, Max Caulfield always liked Dana Ward and was welcome to accept her invitation to a sleepover in her dorm room, only conditions she come in her own pajamas and she not critique her movie choice. Max was more than happy as she joined the Blackwell cheerleader dressed in her usual sleeping attire, short brown pants and a t-shirt with three yellow chicks proudly showcased across the front. Dana wore a more snug fitting pink shirt with black panties, her deliciously long legs on full display. _I should've brought a bra,_ Max thought to herself remembering how much of a hurry she was in when she got changed she forgot to put underwear on. She felt self conscious even though her body was covered up around such a beautiful woman.

"You're staring Max" Juliet quipped from her seat beside the bed, her loose green bottoms covering her knees conflicting with the pain white t shirt hanging off her shoulder showing part of her pink bra. Dana had mentioned she'd invited Juliet over too, but Max assumed she'd have made plans with Zachery.

"Sorry" she apologized to their hostess, quickly stepping into the room to join the brunette reporter on the floor. There was an assemble of cushions and pillows forming a semi circle around the big tv by the wall so Max plopped the pillow and duvet she'd brought down to make herself comfortable.

Dana sat beside her between her two friends, leaning forward to start the movie now that everyone was here. "So what are we watching?" Juliet asked.

" _Lights of the riverfront_ " she told her.

"Again? What is it with you and these romance films lately?"

"House rules" Dana reminded her locking her blue eyes on the light brown haired girl. Max took a brief moment to admire Dana's auburn locks tied behind her back flowing between her shoulder blades. She always considered growing her auburn brown hair out like that but kept falling back into familiar shoulder length territory. Juliet in comparison had hers tied back in a ponytail. "House rules, I get to choose the movie and you don't get to complain" Dana reminded the pair of them as she sat back and fixed her eyes to the screen.

"Serious tho" Juliet probed, shifting into her trademark interrogator mode. "Why all the lovey dovey stuff lately? Are things getting pretty serious between you and Trevor?"

"Maybe" Dana remarked hiding a small smile. Max smiled in response, already seeing the signs that her and the skater were more than just a fling. Trevor was cute, and more importantly a good guy. Dana is lucky to have him.

"Okay then" Juliet shrugged, appearing satisfied. But both Dana and Max shared a look counting the seconds before she turned back with her next question. "Have to ask though. You guys are using protection right?"

"Seriously?" Max gasped, shocked at how forward she was. Granted, headstrong is Juliet's default, but the question seemed rather personal.

Dana was equally as god-smacked, but unlike Max was a little more self assured as she entertained the reporters curiosity. "If you must know, we've only had sex once. And yes, he wore a condom."

"Once?" Juliet recoiled in surprise.

Even Max had to say something to that. "Haven't you and Trevor been dating for a month?" She asked.

"We wanted to take things slow" Dana told her, seeing nothing wrong and no reason to justify herself.

Juliet couldn't wrap her head around it. "You've been seeing him for a month and you've only fucked once? Tell me it was recent and god please he must've been good!"

Dana shook her head in amusement, looking at her friend fondly. "Not that it's any of your business, we was most defiantly worth the wait. What about you? You still seeing Zachery?"

The reporter shifted personalities so fast Max got whiplash watching her spin on her heel and huff. "Are you kidding me? After I found out he'd been sexting Victoria I dumped his ass faster than he could throw a football. I just keep picturing them laughing behind my back. God knows what else they got up to."

"I'm sorry" Max said quietly, as she was the reason Juliet found out the truth.

"It's not your fault Max" Juliet told her. "If you hadn't shown me the proof I would probably not be talking to Dana anymore. I owe you. Besides, Zach's not worth the hassle. He wasn't exactly a model player, if you know what I mean?" The girls giggled at the innuendo, relaxing into the movie for a while until Juliets reporter side returned with a new subject. "What about you Max? Anyone making you happy in that department?"

Max wasn't sure how to answer that. She assumed they were referring to Warren, but they were still just friends and not actually dating. She considered telling them about Chloe but that was a complicated relationship with the emergence of her powers. "Not at the moment, no" she replied, blushing slightly. Truthfully it had been a while since any of them had had some private time to indulge in that department.

Juliet seemed to sense that as she nodded. "I know what you mean. Zach may have been a tool and a jerk, but at least he was always available. God, it's been days since I had a good fuck."

"Well, don't just leap onto the next guy you see" Dana told her. "You know what damage that kind of reputation does to you around Blackwell."

"I know, but still…" she looked over to Dana examining her with her dark green eyes suspiciously. "Once huh? How long ago?"

Dana hesitated as she shifted in her seat, looking down at her hands as she confessed "a week."

"Frustrating, isn't it?"

"A little" she admitted.

Max quietly concurred.

The continued with the film, which soon came to a steamy sex scene which was beautifully detailed and hot and worthy of being featured in a porn film. "This does not help my situation" Juliet complained beneath her breath, pulling her knees up closer to her chest to hide the uncomfortable twitching between her thighs. Dana rolled her eyes unaffected while Max sat cross legged opposite the horny reporter resisting the urge to touch her damp crotch. All the talk about sex had triggered some rather embarrassing reactions within her and now her loins were beginning to heat up.

She averted her gaze away from the screen and the hot naked characters making love and pulled her blue eyes onto her fellow students, examining their faces distracting herself. But as her gaze drifted over their slim sexy bodies she discovered her hormones were affecting her worse than she'd feared. _How long did Dana have that mole on her hip?_ She shook her head, the space between her legs growing damp, chiding herself for ogling her friends. But when she looked up again she realized Juliet had slipped a hand into her pajamas hiding it behind her knees. And looking at the quiet contentment in her face she was successfully seeking release.

Juliet caught Max staring out the corner of her eye, raising a curious eyebrow when she spotted her small hand hesitantly dragged itself over to her lap to stroke the fabric of her pants. Beneath her loose bottoms Juliet plunged a pair of fingers into her vagina, pumping slowly while rubbing her clit with her thumb, breathing slowly careful not to alert her hostess to what she was doing while coyly watching Max touch herself. Their eyes locked and quietly acknowledged hot hot the other was.

Dana watched the sex scene to its completion before she noticed the odd behavior of her guests, glancing between the two girls seeing the gazes eyes attempting to conceal the pleasure they were feeling. "You've got to be kidding me" she said disgusted upon noticing them both touching themselves. Max immediately stopped and blushed in embarrassment while Juliet just sighed. Believe it or not this wasn't the worst thing Dana had caught her doing in her room. Dana looked at them one after the other before sighing in frustration, kicking her legs under her to kneel in her seat proclaiming "well, if we're all doing it.." as she pushed her hand into her panties.

The two guests stared dumbfounded as their host openly began teasing her opening after catching them masturbating, her face contorting with relief as she stroked her sensitive folds. Her other hand squeezed her breast fondling it through her shirt, her breath becoming labored tumbling out of her open mouth. Juliet and Max stared a look as they watched her masturbate before returning to their own efforts, taking it as an invitation to continue. "Doesn't this film have a second sex scene?" Juliet asked.

Dana laughed picking up the remote, quickly fast forwarding the movie until it found the second more raunchy sex scene, hitting play so the sounds of steamy passionate love filled the room disguising the three sets of gasps and raspy moans as the girls satisfied some really overdue carnal desires.

Juliet couldn't help herself as she looked over at Max, who was still staring back at her. "Like watching me touch myself Caulfield?" She asked mockingly flashing her a teasing smile. The young girl blushed but continued rubbing her crotch, so the reporter got a naughty idea. "Why don't you come over here and put that pretty little mouth of yours to work on me?"

Dana looked at her friend sharply but she just winked at her. She knew how timid Max was and was sure she'd never take the dare in a million years. But it turned out she didn't know Max Caulfield as well as she thought as the photographer looked over the sexy girl slowly, biting her bottom lip as she began crawling over to her. The two members of the vortex club stared as Max crossed the space to kneel in front of Juliet, nervously breathing as she leaned over and kissed Juliet on the lips. Juliet was caught off guard, frozen in shock as the girl kissed her again, the contact lasting longer while her small hands reached down to gently grab the waistband of her pajamas and pull them down her long legs. Dana watched as the shy younger girl tossed the clothing aside and pushed her best friends thighs apart, revealing her moist entrance dripping with anticipation. Juliet held her breath, excitement and disbelief bringing out goosebumps as she witnessed Max's head drop between her legs and feel her warm lips kiss her own.

"Oh my god!" Juliet whispered as her head fell back against the bed. She couldn't believe Max Caulfield was eating her out in her best friends dorm room. More importantly she wasn't prepared for how amazing her tongue was inside her. "Oh fuck, that feels so good" she sighed, breaking out into a sweat as she looked across at the cheerleader trying to express how insane she was feeling. Dana watched Max munch on the girl, getting such a kick out of seeing her bestie being fucked in such a way. Max was eager to please the girl as she hooked her fingers beneath her knees, holding her up to gain better access and push as deep as she could go. Juliet trembled, already cascading into a premature but much needed orgasm.

"Oh, right there!" She gasped, grabbing the back of Max's hair to push her closer when her tongue found her aching g-spot, waves of pleasure shooting up to her brain. "Oh fuck, don't stop! I'm cumin. Fuck, you're making me cum! Don't stop! Don't… oh my god!"

Juliet screamed in satisfaction as she exploded in Max's mouth, giving into her much needed climax as all the sexual frustration she'd been bottling up unleashed drowning the photographer in cum. Max drank up as much of her as she could, clinging to her hips before pulling away gasping for breath licking her lips. Her face was covered but a giant grin cut across it as she pushed herself up to kiss Juliet on the lips again. "You like watching me lick your pussy miss Watson?" She teased.

"Fuck" was the best reply the headstrong reporter to muster as she wiped her brow. "Where did you learnt to do that? That'd get you an instant membership into the vortex club Max. Fuck."

"I've never know anyone to render Juliet speechless" Dana beamed, pulling max away to let Juliet recover as she breathed heavily panting for breath. Dana had been so turned on watching Max go down on her and was eager to sample her best friends taste, pulling the young girl into a hungry kiss to suck the juices from her tongue. Max placed her hand on the back of her head deepening the kiss, moaning into her mouth as the made out passionately. _Dana really is a great kisser._ On the floor Juliet licked off the last of her taste Max transferred to her lips, sighing in delight as she watched Dana claim her. "You taste delicious" Dana declared addressing the reporter once she and Max finished kissing.

Juliet sat up to face Max, coming up to take her shoulders as they knelt nose to nose. "I guess that's two I owe you now" she said quietly.

Max shrugged modestly. "Maybe you could return the favor and we can call it even?" She suggested.

She grinned, pecking her on the lips accepting the invitation before pulling her up onto her feet so she could kneel in front of her facing her crotch. Max stood awkwardly in the middle of the bedroom looking down at Juliets confident face as she slid her shorts down her thighs all the way to her ankles, lifting her feet out of them leaving her bottomless standing in the bedroom. _I should've worn underwear_ , Max cursed suddenly self conscious about her body as she felt the girls gaze on her lower lips, goosebumps rising on her thighs where her hands brushed her skin.

"Brace yourself Caulfield" Juliet told her, smiling confidently as her fingers probed her folds teasingly. Max trembled nervously as she waited for her to make contact with her tongue, her heart pounding in her ears as she felt it push its way into her pussy.

"Oh wow" she breathed as Juliet orally pleasured her, expertly pumping her tongue in and out of her entrance, holding onto her thighs tightly rubbing her nose against her clit. She looked up at the panting photographer with those big green eyes as Max combed her fingers into her hair, gently pressing her face closer to encourage her to move deeper and faster. "You're really good at this" she complimented her smiling.

"One of the Vortex Club's finest" Dana chuckled proudly kneeling behind her, her hands stroking down Max's back and over her soft round bum affectionately. Max looked back to see the cheerleader settling in behind her opposite her friend, eyeing her back door hungrily as her fingers played with her arse spreading her cheeks open. "I never mentioned how beautiful you are Max" Dana said looking up at her as she kissed her spine fondly. "So hot and sexy… you don't mind if I get some of what Juliet's having do you?"

Max giggled as she felt Dana's fingers probe her anus, a flesh sensation of excitement running up her spine. "Help yourself" she replied nervously, never having both her holes taken before. Dana sensed her uneasiness and soothed her, stroking the back of her legs softly as she kissed her way down her back towards her puckered hole.

Max shuddered as Dana licked at her arsehole slowly, testing the waters of her back door while Juliet continued eating her out front the front. The cheerleader sucked on her index finger, lavishing it with saliva before proceeding to carefully penetrate Max's tight ring to loosen her up. The girl groaned as the finger entered her slowly, tightening her grip of Juliets hair to steady herself for fear her legs would give way. The reporter moaned into her folds in complaint as her nails dig into her scalp, prompt Max to quickly apologize. "Just breathe Max, take it nice and slow" Dana said patiently.

"Fuck slow" Juliet quipped pushing two fingers up into Max's pussy, sucking on her sensitive clit. "She so wet I could probably fit my whole hand up in here."

"Not too hard" Dana warned her friend, watching Max writhe above her as she moaned and gasped for breath under Juliets increasing pace. Her anal walls clamped around her finger fusing it inside her. "Just try to relax Max" she said encouragingly to the tensing teen, waiting for her grip to loosen before carefully pumping the finger in and out, opening her up before replacing it with her slick wet tongue.

Max moaned from the double intrusion, her nipples growing uncomfortably hard beneath her shirt prompting her hands to fly up and fondle her breasts to ease the tension. As the two expert young Blackwell students double teamed her she covered her mouth to muffle a loud scream fearing she'd wake up the whole dormitory, two tongues sending her cascading towards a powerful orgasm. It approached rapidly, her hips buckling between the two sexy brunettes while she held them in place with both her hands, one for each glorious head, her own staring up at the ceiling releasing a continuous series of moans. "I'm close" she told them, her voice breaking under the strain.

"Cum all over me" Juliet sang, enveloped in the wonders of taking Max Caulfield to the edge after the performance she underwent earlier. Dana didn't say anything diving into Max's ass, feasting on her anal cavity determined to clean her till she's spotless. Juliet simply focused on sucking Max's clit while her three fingers pounded furiously into her dripping entrance, eager to watch the shy timid young girl lose it completely.

She wouldn't be disappointed.

The orgasm hit Max like a tidal wave, her walls opening the floodgates to drench Juliets t-shirt until they could see her red bra through the fabric. Max shook violently in the girls grasp, both friends holding her steady until her climax subsided before lowering her onto their laps. She fell back against Dana exhausted, her eyes blinking in astonishment trying to wrap her head around the ordeal. Juliet held up her soaking fingers, showing them both Max's cum as she sensually licked them clean. Max was too busy regaining her breath so the reported leaned up and offered her mouth to Dana, who drank up the juices with a steamy kiss.

"So…do…do all… members of the v…vortex club… can you all do… _that?_ " Max stammered looking up at the pair of them. Her voice was raspy and her body shaking, aftershocks of the orgasm still reverberating inside her core.

"You liked that?" Juliet asked proudly. "You should check out what Victoria can do on a good day. She may be a bitch sometimes but she is one hell of a vixen in bed."

"I'll take your word for it."

The young girl trembled against Dana's lap, her breathing still labored and unsteady. "You alright?" The concerned cheerleader asked her squeezing her shoulder.

Max nodded reassuringly. "I just need a minute" she sighed, dragging herself back to her seat kneeling on her pillow. She paused on her wobbly hands and knees, taking really deep breaths as she pushed back a few dizzy spells before turned back to the worried miss Ward. "I'm alright. I'm sorry, but… are you… what we did… you and Trevor…"

"Don't worry about me and Trevor" Dana replied comfortingly, noticing Juliets raised eyebrow noting the scandalous line of questioning. "We never agreed to be exclusive. Besides, I'm sure he'd get a kick out of learning his girlfriend made out with two other girls. Now since you two got yours" she declared pulling her top over her head, revealing her busty plump breasts to the party as she tossed her atop aside, eying the two sweating girls, "who's going to help me get mine?"

"You sure your boyfriend is going to be okay with you having sex with your best friend?" Juliet asked seriously, staring at Dana's large rack.

"Is that an offer?" Dana fired back shaking her chest invitingly.

She chuckled saddling up beside her taking her face in her hand, whispering "anything for you babe" as she pulled her into a passionate kiss. The two girls cuddled up closer exchanging saliva and cum exploring each other's bodies vigorously. Juliets wet T-shirt stuck to Dana's skin as their bodies melded together, crushing their breasts together as the reporter guided the cheerleader across the strewn pillows on the floor to lie on top of her.

Once she'd recovered enough of her breath Max crawled over to join them, laying the opposite side of Dana's body to gently caress and kiss her shoulder and neck. The taller girl smiled, briefly turning away from Juliet to give her an affectionate kiss in return. Now being pleasured by two beautiful young women Dana relaxed onto her back allowing them to each take a breast and suck her erect nipples, sighing in contentment as their mouths worked their way across her slim toned athletic body working together to make her feel amazing. "Best sleepover ever" she said proudly, stroke each other's hair as they made their way down her stomach to where she need them to be.

Max and Juliet paused when they reached Dana's hips, looking at each other as they carefully pulled her panties down her thighs to reveal her soaking wet entrance. "Listening to her always makes me so horny" the reporter whispered to the other girl, their hands slowly opening Dana's legs. "When we're done here, any chance you could make me cum again? You seem to have a talent for it."

Max considered the proposal sliding into place next to the girl ready to use said talents on the hot cheerleader moaning above them. "Only if you do the same for me" she replied cheekily. "You do owed me two after all."

Juliet rolled her eyes at the tease, but still gave the photographer a quick peck on the lips before diving between Dana's folds to lick her pussy like a good friend. Max joined her soon after, her tongue sliding in alongside her partners raising their lovers moans into screams as she shot down the roller coaster towards the first of many explosive orgasms that night.


	15. Saving Alyssa

"Alyssa, watch out!"

"Don't worry, I'm on the case Max."

It started becoming a running theme with the pair of them this last week. Whenever something bad happened to the bookish art student Alyssa Anderson Max would rewind time and warn her of the impending danger. First a football, than a toilet roll, after that a car driving through a puddle, and this time two guy messing around during the End of the World party hosted by the vortex club. It got to such a routine that the moment Max opened her mouth Alyssa was already moving aside to watch the two of them stumble into the pool she was standing next to, rather than having them collide into her and push her into the water like what would've happened.

"Mystic Max strikes again" the larger girl laughed turning back to her guardian angel. "You're always there to save me, I feel like I owe you a debt."

"Maybe you can save my life sometime" Max quipped, thinking nothing of it just happy to be doing something good with her powers.

"Seriously Max" she insisted, no longer accepting the photographers humble nature. "You always choose to save me, the least I can do is find someway to repay you." She suddenly looked around and smiled, an idea coming to her as she took Max's hand in hers. "Follow me" she instructed, quickly pulling her along through the crowds of students partying around the swimming pool.

Max had little choice but to be dragged along following the eager young woman as she lead her into the nearest locker room, stepping into the mucky scented space weaving between the walls until they were out of sight of the pool. Max glanced around realizing they had stumbled into he boys locker room, explaining the smell and graffiti on the metal doors.

"What are we doing in here?" She asked Alyssa moment before she was spun up against one of the lockers as the purple haired girl suddenly took hold of her and planted a powerful kiss upon her. She froze in shock, pinned against the metal surface, as the usually quiet girl started making out with her. Max's brain went into overdrive trying to come up with a response, something to say to make her back off so she could return to her search for Nathan, but instead she found herself relaxing her shoulders wrapping her arms around her, returning the kiss with a moan.

What are you doing? We don't have time for this!

Max briefly forgot the urgency in her mission as she lost herself in Alyssas's embrace, exchanging air and saliva passionately as if they'd been lovers forever. The kiss felt effortless, another sign they should've been closer friends maybe. "Alyssa, Wait" she said hesitantly, pulling away when her brain finally caught up with her body. "What are we doing?" She asked looking into her stunning blue eyes.

"Sorry Max" she apologized sensing her friends unease. She looked down awkwardly as her hands, which Max realized had been in the process of undoing her jeans while she was distracted. "I just thought… I wanted to pay you back for saving me all those times. I guess I got a little carried aw.."

Max stopped her apology by diving back into the kiss, capturing her lips and clinging onto them as she pulled the girl closer into her body.

Seriously Max! What are you doing? Nathan is still out there! Chloe is outside! Victoria might be in danger, even though she's such a bitch. We don't have time to be making out with beautiful attractive girls in the boys locker room!

Beautiful and a damn good kisser, Max argued with herself as she continued to explore Alyssa's mouth with her tongue, allowing her to unfasten her jeans and pride within with her fingers. The attractive girl broke the kiss to glance down between their bodies, anticipating the action she was about to take. "Are you sure it's okay?" She asked the brunette, nervous about being presumptuous and moving too fast. When Max nodded with a small smile, pecking her lips in confirmation, she dropped down to her knees and carefully tugged her jeans down her thighs before following up with her panties.

Okay, now she's on her knees? Are you honestly just going to stand there and let her do this when you should be out there looking for…

"Oh wow" Max cried out when she felt Alyssa's tongue touch her clit, her hips trembling as she leant back against the lockers staring down at the beautiful face positioned between her thighs. The bookish girl looked up at her excitedly as she began licking at her folds, drawing more of her arousal from her lower lips before wrapping her mouth around her folds to begin eating her out.

Max's inner voice was finally drowned out by the wave of euphoria as she was pleasured orally, her breath becoming labored beneath the assault. She hadn't envisioned all those times she saved Alyssa leading to this moment, and she most certainly never thought she'd be this good at it. "How are you so amazing?" She asked her weaving a hand into her hair to nudge her deeper.

Alyssa had her mouth full of pussy to answer, her voice coming out in muffled moans that made her lover shiver in response. As she worked Max over she rubbed herself between her legs, the taste of Mystic Max turning her on. The two girls locked eyes with each other as Max's trembling increased, a clear sign she was close to finishing. The purple haired vixen pushed her tongue as far as she could to seek out Max's sensitive g-Spot, hoping to find it before she climaxed so she could drive her completely wild.

"Holy shit!" Max gasped, her fingers crawling into the girls scalp rocking her hips back and forth desperate for her to find what she was after. She was so close, her orgasm imminent. "Make me cum" she begged quietly, her eyes squeezing shut in anticipation.

The two of them were interrupted when they heard someone barreling into the locker room loudly. Alyssa jumped back in shock, leaving Max empty on the verge of satisfaction, as Max whined from the loss of contact and denial of her climax. The photographer covered her mouth to silence the cry of desperation as she peered around the locker in a panic, praying that whomever just burst in didn't find them in this state. She'd never be able to show her face in Blackwell again if news of her having sex in the boys locker room got spread across school.

Fortunately, the two students who'd entered the room were too preoccupied with each other's company to notice the two girls hidden behind the lockers, one on her knees in front of the other. The boy and girl threw themselves at each other before falling onto one of the benches, making out passionately tearing each other's clothes off. Max watched as the girl straddled the jock to grind against his tenting crotch until he pulled his dick out to spear as she sat upon him. Neither Alyssa nor Max could help but quietly start laughing at their predicament as they listened to the loud noises of intense love making a few feet away from them.

"I guess sex is a popular game at this party" Alyssa joked. Max nodded silently glancing between her and the humping lovebirds behind her. Alyssa looked up regretfully at her hesitant lover, pulling away from her body whispering sadly "I guess we better go before they find us."

Max paused as she considered the chances of them being discovered, her mind briefly returning to the task that brought her to the end of the world party in the first place. But after the joyous display of oral skill the purple haired girl demonstrated her body was too warmed up to leave without a conclusion. "Or you could finish me off" she suggested quietly biting her lip nervously. Alyssa stared up at her wavering, thinking she was joking. But Max wasn't. She'd never tried doing this with a chance of getting caught, but the danger was exhilarating and right now Max needed to cum.

Taking the cue from the brunette, Alyssa licked her fingers before slowly bringing them up along Max's folds drawing out her arousal, grinning excitedly at the chance to fulfill her repayment. Max steadied her breathing using all her willpower not the make a sound as she slid two slick digits into her entrance, penetrating effortlessly down to the knuckle where the shy bookworm began fingering the photographer. Once more Max was amazing at how incredibly skilled the girl was, the pleasure taking her breath away as her hips buckled against her hand.

"You are so hot" Alyssa muttered under her breath as she watched Max shudder and trembled in her palm, curling her fingers inside her walls to find the sensitive spot she was looking for earlier. Max nearly broke her silence when she stumbled upon it, stifling a scream as her thigh trapped her hand involuntarily. "Wowser!" She gasped holding her breath, hoping the couple fucking behind them wouldn't hear her. Their love making grew louder as they increased their pace, offering some cover as their voices rose in pitch inside the locker room. Max risked a low moan as her lover took the next step, taking her clit into her mouth to suckle it like a babe as she inserted a third finger into her core. Max's hand grabbed her hair pulling her closer, encouraging her to continue.

"Holy…shit…fuck…me…damn…fuck…" Max panted humping Alyssa's face, losing control as she plummeted faster and faster towards her climax, her voice cracking struggling to keep it quiet enough to avoid detection. Behind her the couple started screaming, the girl reaching fever pitch masking Max's moans as she fell in behind her. "I'm so close. Fuck, I'm so close.." she whispered looking down at the hungry bookworm, begging her to finish her off. Deciding not the waste such a memorable moment Max did what any good photographer would do and pulled out her camera, aimed it down at the sexy girl fucking her and took a picture. Alyssa didn't object as she looked up to hear the click, watching proudly as Max waved the Polaroid in the air before returning it to her bag. She'd officially made the everyday heroes wall.

The couple fucking on the bench cried out loudly as they came together, their voices bouncing around the room. Neither of them noticed the third voice of Max Caulfield joking them as she orgasmed hard drenching Alyssa in juices. Her walls clamped around her fingers as she squirted all over her face, soaking her until she was covered in cum. Max fell back against the locker completely satisfied, looking down affectionately at the girl who had made her feel so good as she pulled herself out from between her legs.

"Wow Max" Alyssa breathed, wiping the cum off her face and looking at her dripping fingers before sucking them clean. "Wow, that was really hot. You taste so.."

Max caught her by the shirt and pulled her in to kiss her, tasting her cum for herself drinking it from her tongue. She left the girl breathless as she swallowed it down smiling. "Wowser" she agreed. "You were amazing" she told her stroking her cheek.

"So were you" she replied with a pleased expression, glad to have made her feel so good as she helped her pull her pants back on.

Max! Nathan's still out there! You need to go!

The mental warning woke her up from her euphoric stupor, reminding her why she was here and realizing she'd wasted too much time on this distraction. Knowing what she needed to do she gave Alyssa one last kiss, telling her "I'll never forget this Alyssa. Thank you."

"You're welcome Max Caulfield" she replied, watching her fondly as Max closed her eyes and used her powers to rewind everything that had just happened.

When she opens them again, Alyssa was standing in front of her at the edge of the swimming pool, the two guys who nearly collided with her floundering in the water. "Mystic Max strikes again" the larger girl laughed turning back to her guardian angel. "You're always there to save me, I feel like I owe you a debt."

Max smiled at her affectionately, glad to have been able to help but sad she had to undo her kind gesture in order to continue her quest to find Nathan Prescott. "Don't worry about it" she told her as she politely circled around her. "I know you'll repay me sometime."

She left Alyssa standing by the pool walking briskly back into the crowd, but not before turning back to steal one last kiss from the perplexed girl as a reminder that the erased timeline really happened.


	16. The Portrait

"Are you sure we won't be disturbed in here?" Max asked nervously as she got into position upon the quilt covered table. To the best of her knowledge the drama room of Blackwell academy wasn't ever considered the most secluded place in the school. Her blue eyes kept glancing towards the door waiting for someone to unexpectedly walk in and stumble upon the two of them.

"Do not fear my sweet Miss Caulfield" the confident tone of Daniel DaCosta reassured her as he sat comfortably upon a plastic chair a few feet away, casting a glance towards the same door. "The usual occupants are currently rehearsing at another venue and will be gone for many hours. But as an added precaution I have taken the liberty of locking the door lest a stray comes a knocking."

 _Thank god,_ Max thought allowing herself to breathe. _I'd hate to try and explain what me and Daniel are doing in here all alone. Doubt they'd buy that he's simply drawing my portrait._

Undoubtably so as this "portrait" is not destined to join the rest of Daniels collections on the internet like her previous sketch. But when Max was propositioned to take part in this more exclusive work of art she had decided to humor the introvert and agreed, figuring if she changed her mind she'd could just rewind time and decline later. So far he'd led her to the deserted drama room and instructed her to remove her clothes and settle into a pose she found most comfortable and relaxed while he drew the curtains, save one soft beam of sunlight highlighting her stunning figure as she lay across the table, and she had resisted the urge to reverse time in a panic. Many people considered Daniel to be creepy but Max found the young artist rather harmless. even as she undressed in front of him there was no malaise or perverted lust in his eyes as he gazed over her naked body, just mild admiration and a hint of bemusement. He called her beautiful as he went to find her chair and Max found her cheeks flushing red.

However, what made Max Caulfield uneasy was the fact she still agreed to pose for a "sexy" portrait. Hearing her say yes back in her head she wondered whether she had misheard the boys proposition or if time travel had scrambled her brains. And yet here she was following through with it. Didn't stop her from self consciously placing her right arm across her chest to cover her nipples in a vain attempt to hide herself. She lay on her back across the quilt, head resting on a cushion turned to the left looking over at the artist as he set up with his sketch pad.

"Just turn your hips to the right a little bit" He suggested politely, patiently waiting for her to comply. "Bend your left knee. Now bring your left hand up towards the… yes, that is…" Daniel stared at his model, allowing a small smile to cross his lips as he gazed at the naked but tasteful beauty of Max Caulfield. "Perfect. You are a natural goddess my sweet" he praised.

Max blushed looking shyly back at him. "I wouldn't say that."

"A true artist knows true beauty" he replied as he began sketching. "One as talented as yourself should understand that Maxine." He looked up and offered her a smile. "You are beautiful. A fine muse if may say so. It's an honor to capture such radiance."

"I thought Rachel Amber was your muse?" She asked, remaining still as she allowed him to draw her without interruption. Daniel was actually quite considerate with her posing, she could relax and stay here for hours if she needed to. A part of her still feared someone would walk in on them but otherwise she was content to lie there in the nude for her portrait.

"Rachel will always be an inspiration for me" he replied never slowing in his work, his eye flickering effortlessly between her and the paper while his hands guided across the pad. "Sadly she remains missing and I do pray for her safe return. And yet fate has brought us together in her absence." He paused briefly sensing Max's doubt, as if she was merely a consolation because Rachel wasn't here to pose for him instead. "You should not fear comparing yourself to her Miss Caulfield" he spoke firmly. "Your beauty is not her beauty, just as she is not your equal. You are each, in your own unique way, perfection."

 _Who knew Daniel could be such a smooth talker_ , Max found herself thinking as she felt heat rising in her cheeks. She never had the confidence to acknowledge when others complimented her in such a way, but when Daniel tells it to her she believes him. Maybe it's the way he is, the strange subtle notes in his voice or the way he looks at her as she poses for his drawings. Something about him and the way he is around her makes her feel…beautiful.

The two of them settle into a comfortable silence as the artist takes his time on his work of art, his model nestled snugly under his confident gaze basking in the warm glow coming from the window until after half an hour he rises from his seat examining his work. "Amazing" he nodded striding over to join her.

Max rose off the table to sit on the edge as he circled around with his sketch pad, showing her a near perfect representation of her in her naked glory. For a moment she forgot she was looking at a picture of herself, the girl in the drawing appeared too stunning to be the young photographer. But a swift glance up to his face confirmed it was indeed her. For the first time Max really saw herself in the way Daniel saw her, a radiant goddess of humble nature. It took her breath away. "It's…incredible."

"Art is only as powerful as the origin of its inception" he replied, reaching out with a smudged hand to gently brush a strand of hair behind Max's ear. She couldn't say a word as his hand caressed her face, circling under her jaw to lift her chin up as he gazed into her eyes, stroking his thumb just under her bottom lip softly. Her arm fell down to her lap as she stared up at the young man, no longer shy about hiding her body from him after this. He saw her, all of her, and she felt comfort beyond anything she'd ever known. "Absolute perfection" he said quietly as they got lost in the moment.

In Max's mind everything clicked into place and she felt a powerful tug drive her towards the charming young artist. She imagined herself leaping into his arms as he embraced her welcomingly with a strong and passionate kiss, a moment that would draw all the heat out of her body and last a lifetime. Somehow she knew he'd be gentle yet powerful at the same time, making her feel like she was a delicate flower and then turn her legs to jelly with a single look, touch or sound. She pictured him laying her across the table and entering her like they'd been lovers forever, the rhythmic thrusts of his hips lulling her into a dreamlike state of euphoria she'd never want to leave. She wanted that, wanted him, his touch and taste and smell and voice and charm… Everyday she would become his model, his muse, the object of his vision and art, shown off to the world in all her beautiful glory. And every night they would make love under the stars, in her bed or wherever the night would take them. She imagined riding him out on the grounds without a care if she was seen, lost in his embrace as his hands would caress her skin, her back, her breasts, bring such pleasurable joy her voice would fill the air and awaken something within her, something she believed lurked beneath the surface waiting to be born of their love…

Max Caulfield imagined that life for only a moment, drifting closer to the waiting lips of her lover as he stroked her cheek softly. But before she could make contact he pulled away, leaving her breathless and embarrassed as he turned away to gather his art supplies. "You May redress now my sweet" he said flatly, unaware of the fantasy he'd unknowingly shattered.

Max felt a crushing sense of disappointed in her chest as she sat there awkwardly, staring at the back of Daniels head wishing he'd just turn around and take her in his arms. But he remained respectfully distant, the moment lost. With a sigh she retrieved her clothes and covered herself up, taking her time to straighten herself out in case she left any hints for a passing student to get suspicious while also hoping the boy might change his mind. When she was ready she stood silently in the middle of the room unsure what to do next.

Daniel saw she was finished and gathered up his things before passing her the sketch he'd made. "Here, a gift. I promised you this would not be posted online like the others" he said offering her the drawing.

Max took it, grateful to have a momento to go with the memory. She usually would've taken a photo but the sketch felt more personal. _A gift._ She thanked him as he led her out of the drama room, unlocking the door and carefully checking the hallway before they left together. Before they parted ways Max turned one last time to Daniel, "thanks for the drawing. Maybe… Maybe we could do this again sometime?"

He gazed at her fondly, smiling back as he replied "I would like that very much. Until next time then, my sweet Miss Caulfield" he said warmly, taking her hand in his to give it a gentle kiss like a gentlemen. Max accepted the gesture, but couldn't help but step forward and return the favor with a quick peck on the cheek. A sign that maybe next time could go further than simply a portrait.

The two locked eyes, sharing one last affectionate moment, before they each turned away and left on their own paths knowing they'd converge again in the near future.


	17. Seducing Frank

The beach was calm as the sun set over the ocean, the orange glow warming the still blue waters. The sands were quiet save for the sound of seagulls flying overhead, and the clatter of kitchen utensils inside the RV parked next to the tide.

"Shit!" Frank muttered kicking away a saucepan, yanking the girls waistband down to her knees as she stood awkwardly in from of the sink. His dog barked from behind the closed bedroom shutter, reacting to the noise. "Quiet Pompidue!" He called hushing his loyal companion, turning his attention back to the young woman in front of him trapped in her T-shirt.

"Crap!" Max cursed with her shirt tangled around her head, her arms caught trying to pull them off in the confined space. She was wearing a bright pink bra across her small breasts with tight grey panties covering her crotch, now exposed thanks to the drug dealers handiwork. Her breathing started hitching afraid she wouldn't be able to untangle herself until his firm hands yanked the shirt off of her tossing it aside along with her checkered red jacket. "Thanks" she said brushing her brown hair out of her eyes, turning around to look at the grizzled older man.

"Don't mention it" he replied, eyeing up her pale skin affectionately. She shuddered as she felt his gaze on her, wondering if what she was doing was a good idea. She knew Chloe wouldn't like it, which was why she hadn't told her she was here. She cast one last glance to the locked RV door, reminding herself there was no going back now. "You're not quite as pretty as Rachel" he said somberly, lifting his shirt over his head revealing his scarred bare chest marked by tattoos. He put his hands over Max's soft skin, stroking her back admiring how adorable the trembling little girl stood in front of him. "But you'll do" he concluded, diving into the crook of her neck kissing her flesh making her moan.

Max let him kiss her neck and fondle her chest, his palms circling around her back to squeeze her mounds suggestively. She arched her back against his chest, showing him she was willing to go through with this. He growled quietly rising to her ear, tugging on her earlobe whispering ideas of what he wanted to do to her young sexy body. Some of them made Max sick, others made her wet.

She quickly reminded herself of the plan she'd concocted a few hours ago. Her and Chloe had discovered Franks account book was the key to learning how Nathan was connected to Rachel's disappearance, but they knew Frank wouldn't just turn it over. Chloe wanted to break in and steal it but Max floated the option of negotiating with him. She wasn't up for it, yet Max had envisioned a separate idea that she could try. She knew Frank and Rachel had been in a relationship and the guy had already commented about how Max seemed to remind him of her dressed in her clothes. So borrowing the outfit once more she talked her way out of Chloe's place and made her way here to proposition him, a deal for the account info they were after. The plan was to perform a repeat of the diner; get her hands on the account book then use her powers to rewind time and leave with the book in hand. But for that to work, she needed to hold up her end. Indulging in Franks memory of Rachel.

I.e. she promised to sleep with Frank if he let her look at the account book. It was a risky ploy, which she hoped would have him showing her the book before they had sex. Unfortunately Frank wasn't an idiot and asked for payment in advance. So she stepped inside, watched him close the door, then got down to undressing in his RV ready to prostitute herself to him.

She hated using her body like this, but a part of her was mildly curious to see what an older guy like Frank was like in the sack. It wasn't like she and Chloe were exclusive, they were trying to find her ex girlfriend after all. Maybe having some healthy adult fun would be good for the relationship?

_Does it have to be Frank though? Why not Mr Jefferson, or even Principle Wells? Jeez, even Samuel would be less icky._

Max steeled her nerves, resigning to her decision as Frank lifted her bra up to pinch her nipples between his finger, his hot breath breathing on the back of her neck as he toyed with the younger girl. Her breathing got heavier the longer he teased her, working her up until she had a noticeable damp patch running along the underside of her underwear. Frank took a step back letting go of her boobs, leaving her alone for a moment to undo his trousers. Max took the opportunity to unhook her bra and drop it to the ground, glancing over her shoulder to see him kicking off his pants as well as his briefs. Following his lead she stepped out of her clothes, leaving her in just her panties standing in the dirty RV.

"Don't" he said firmly, placing a hand on her shoulder when she went to turn around and face him. "Stay there, please" he asked nicely, the politeness catching Max off guard. She remained where she was feeling his hands roam across her hips and arms, the older man soaking in her scent as his cock twitched alert. Her skin tingled under his touch, which was surprisingly gentle. He pressed his body against her back, wrapping his arms around her in a warm embrace while his erection slid between her thighs. Max hitched her breath in response as the older man enveloped her, her hips instinctively rubbing his shaft through the damp fabric.

 _I wasn't expecting this_.

"Relax" he whispered to her, kissing her neck softly as she sighed. "I'm not going to hurt you."

Max found herself melting into his chest, rocking against his crotch savoring the friction as she stroked his strong arms. "I'm sorry" she muttered. "I thought this would be…this is nice."

"You thought I'd be like some rough brutal pervert or rapist?" He asked. She hide her expression which gave away her answer. "I'm not like those assholes" he told her. "Rachel wouldn't have even spoken to me if I was. Let me show you."

He took Max by the chin and carefully turned her head to look up at him, planting a delicate kiss on her lips. The gesture made Max forget any lingering fears about the situation, pivoting around on her toes to embrace the drug dealer in a passionate kiss. The two of them melded into one another in a steamy embrace, their lips perfectly matched as they explored each other affectionately. Franks cock continued to grind against the underside of her panties, stimulating the soaking pussy causing her breathing to become heavy.

The moment was tranquil until Frank's foot slid on a discarded plate, his hold around Max tightening as they were both sent flying to the floor unceremoniously. "Fuck!" He cursed banging his hand against the drivers seat landing on his back. Max fell on top of him with a grunt, his large chest cushioning her fall but bruising his ribs. "Fucking shit, fuck!"

"Are you okay?" Max asked worried, laying flat afraid to move in case something was broken.

He groaned rubbing his head, glancing down at the young girl on his torso. "I'll live. Are you hurt?" She shook her head, rising nervously onto her hands and knees hovering over him. He winced in pain when he tried to get up, opting to stay on the floor. "Ow."

Max looked over him, a feeling of pity washing over her. Suddenly the man didn't seem so terrifying. "Where does it hurt?" She asked. He pointed to his ribs and his head, groaning meekly. The photography looked down at his bruised rip cage and gently planted a soft kiss where he'd pointed. He winced briefly, looking down as the freckled young woman crawled up to take his head in her hands, kissing his skull on the sore spot also. As she shared his gaze he gestured to his lips, looking hurt and in pain. Max smirked, taking the older face in her palms and locking her lips around his, the stubble tickling her cheeks as they made out on the floor of the RV.

"I think…I think my groin got hurt on the way down too" he said when they finally paused for air, looking at Max with a suggestive twinkle in his eye.

She glanced down at his hard hard, unharmed cock and chuckled, telling him "I think I can help with that." With his gaze trained entirely on her, Max Caulfield rose up to her knees making a show of displaying her topless body and her small mounds before running her hands down to her waist. Hooking her thumbs into the underwear she slid her panties down her legs and tossed them aside, now completely naked sitting on top of the grisly drug dealer. She shuffled forward, aligning her hips above his crotch, taking his erection in her small hands and guiding it towards her waiting Sex, fixing her big blue eyes on his as she sank down over him.

The tight young pussy enveloped his throbbing dick like a sleeve, her inner muscles squeezing him until it felt like he'd be crushed. The photographer gasped as the size as he filled her, her body releasing a sudden gush from the penetration. Max blushed turning bright red, she'd never climaxed so quickly like that before. Frank groaned again, this time from pleasure instead of pain, rubbing his palms along her thighs enjoying the sight of the Blackwell student sitting on his lap rocking against him. "So hot and sexy" he muttered staring at her, fixating on her swaying breasts.

Taking his hands in hers Max brought them up to her chest, pressing them to her boobs as she began slowly bouncing on his cock massaging his thick shaft. They both let out an audible moan as they made love, the gentle thrusting building a hypnotic rhythm for the photographer to lose herself in. The more they built up steam the stronger their hips worked in tandem, Franks crotch buckling up to meet Max's cunt each time she dropped down to engulf him.

After many minutes of being gentle Frank released the young girls breasts to hook underneath her arms, pulling her in to embrace her as he pumped more vigorously into her vagina. She pressed against him breathing heavily in his ear, moaning more and more desperately the harder he fucked her. "I'm going to cum" she gasped edging towards her climax, her fists clenching stuck between their sweaty bodies.

"Me too" he warned, his thrusts becoming ragged gripping her hair tightly. Their bodies humped each over wildly reaching their peak before they cried out in orgasm, sharing the experience in one satisfied heap.

It would be about ten minutes later when Max would finally climb off Frank and gather her clothes. By the time she was redressed he was standing their in his briefs with the account book in hand. Thanking her for the booty call he offered the opportunity to do it again sometime. Though Max found herself enjoying the moment with him, she told him it was a mistake and quickly left via the door. Once she was outside she turned to find the older guy running after her.

He wouldn't reach her in time as she hurriedly turned back the clock to before she knocked on his door, erasing the whole incident from the timeline. But that didn't stop her from looking back fondly as she walked away. She slid the account book into her bag coming up with a story to explain how she recovered it from the RV to relay to Chloe.

As she walked away she found a Polaroid in her pocket, taken during the ten minutes between her orgasm and leaving the RV. She hurriedly returned it to the jacket, shuddering at the memory before putting the whole thing behind her.


	18. Entertaining Yourself

She'd like to say it was hard finding these quiet moments to lie in bed and simply masturbate, but the truth was Max spent so much time procrastinating over her school work there was nothing but quiet.

The brown haired photographer sat leaning against the headrest completely naked, feet planted in front of her giving herself perfect access to her pussy gently rubbing circles around the sensitive clit. Her other hand massaged her small breasts, her fingers pinching the erect nipples making her skin grow warm and fuzzy, moaning softly as she pleasured her body.

Ordinarily she'd struggle to think of something to get her worked up, but lucky for her she had plenty of material taped to her wall. Every so often she'd glance over between moans and pick out one of the random Polaroids she'd taken over the last week or so. With her powers she'd had plenty of opportunities to engage with her friends in new and exciting ways (as well as a few encounters she'd rather forget which resides in a drawer in her desk). If she wanted to she could use her powers to travel through the photographs back to those moments and relive them all over again, but for now she was content with the memories capturing her imagination as she inserted two fingers into her pussy.

"Oh fuck" she sighed, pulling her gaze away from one of the most recent photos positioned between images of her bouncing on a boys cock and another getting a rim job from an air burn haired reporter. The fantasy of sharing those two sexy hot partners at once make her cunt soaking wet, her breathing growing sharp and labored the faster she pumped her fingers. Her hips buckled against her palm, a micro orgasm taunting her for the potential for a bigger explosion.

_Damnit. I just can't seem to cum properly._

Max slammed her head against her pillow in frustration. She'd been masturbating for nearly twenty minutes and all she could draw out of herself was these minor shudders. Her wrist was starting to ache from all the hard work but she was still uncomfortably horny.

_What am I missing?_

She looked back to the photos seeking inspiration, finding the picture of her and Joyce in Chloe's house. She allowed a guilty smile recalling the morning she'd seduced the blonde mother of her best friend, tilting her head admiring the curious angle her selfie adopted due to her position against the table. Her face and body was upside down to the camera framing her breasts and hips perfectly so she could see the milf licking her pussy.

The photo sparked an idea, something to spice up her session. She paused in her ministrations before crawling off the mattress, taking her pillow with her to use as a cushion as she lay down on the floor lifting her hips to rest against the bed, her legs hanging in the air with her shoulders settled on the pillow. Now upside down Max looked up at her naked body, her pussy juices leaking down her stomach thanks to the shift in gravity.

_Now this is more exciting._

Max could already feel her body reacting to the change in direction, her skin tingling as she returned her hand to her crotch sliding three fingers inside. She let out a raspy encouraging moan, pumping furiously as her free hand weaved into her hair. Her boobs rose and fell in line with her quickening breath, moving faster the harder she fucked herself. She no longer needed her source material to fantasize, her brain cycling through partners like she was a slutty whore in an orgy. "Fuck me" she told each other them, repeating the line over and over as her pussy walls clenched around her hand.

She met her glorious end spraying cum all over herself, drenching her fingers in a toe curling orgasm. Her body shivered and trembled savoring the heightened emotions running through her veins before her limps felt heavy and exhausted. Her legs fell onto the mattress as her hips collapsed onto the floor, her hands falling lifelessly to her sides as she closed her eyes with a satisfied sigh. She didn't move for over an hour, resting in her own cum dreaming of her many sexual encounters wishing she'd remembered to take a selfie of this moment.

_I guess I could just rewind later, right?_


	19. A Date with Samuel

Max had stranger ways to pass an afternoon.

The sun was high in the sky beating down on the bench parked outside the girls dormitory. Birds were chirping and squirrels were dashing about gathering up food scattered in the grass. They always can to this spot because the caretaker Samuel had a soft spot for them and would always feed them regularly.

This afternoon however the squirrels arrived to find the strange unusual man joined by a young freckled teenager, who bounced on his lap with her jeans pulled down around her knees, her panties pulled aside to make way for the older man's firm cock that slid effortlessly into her tight pussy. Max Caulfield moaned pleasurably as she rode the man's dick, her cheeks flushed red leaning against his large chest. He head was nestled in his shoulder as his big arms wrapped around her body holding her close, one hand positioned inside her underwear playing with her clit like she was a guitar. The way his fingers moved was like nothing any of her other lovers had done before, driving her to climax one after the other.

"Careful now" Samuel whispered in her ear, cradling the shuddering girl as she experienced another orgasm. "We don't wish to scare away our visitors."

Max opened her heavy eyelids and looked down at the audience of squirrels, suddenly rather self conscious about being watched while having sex in public. It was a miracle no other students were around to witness this. What would they think of her and Samuel? "I'm sorry" she panted, biting her lip to suppress another squeal.

"Don't apologize" he replied softly. "Samuel knows what you like after all. It's only natural to scream. But perhaps silence is better suited today before we attract more intrusive visitors."

Max could only get a vague idea what he was talking about but didn't really care. All she wanted was his hands on her body playing her like a flute while his cock thrust into her pussy. Her nipples ached and she lifted up her shirt to pinch them under her bra. She couldn't stop the moan escaping her lips as she played with them, her walls tightening around Samuel's member.

"Your hole is sweet and wet" he hummed, lifting her up to remove himself as she whined. He gentle kissed her ear whispering "but Samuel prefers somewhere less…obvious." Before Max could ask him what he meant he lowered her back onto his slick penis, the head penetrating her tight anus in one swift motion.

"Oh fuck!" Max cried quickly clamping her hands over her mouth, her muffled screams startling the birds as Samuel thrusted deep into her ass. His fingers pushed past her clit to enter her loose vagina, finding her sensitive spot with ease fucking her through two holes. Max fell against the cuddly man breathing rapidly, a new orgasm imminent powerful enough to rip her in two. "I can't. I can't…" she gasped, tensing around his hand.

"You must wait until Samuel cums" he said quietly, grunting as his hips moved faster. "Only then can you return to before and continue your journey."

Max put her finger in her mouth, biting the knuckle trying to stop herself from screaming but failed. Her bellow shook the trees as every animal in a mile radius fled in all directions, running from her orgasm that drenched the bench and Samuel's trousers. He forced himself as far into her rectum as he could, ejaculating his seed into her intestines filling her ass until it overflowed. Her eyes rolled back into her head falling limp on top of him, her hips quivering from the aftershocks completely satisfied.

Behind her she heard voices laughing and shouting. They'd been discovered by Victoria and her friends. "Oh dear" Samuel said sadly. "I suppose this is where we us part."

"I'm sorry" Max apologized, raising her hand and rewinding time to the moment she first approached the caretaker. She opened her eyes to find herself standing behind the bench as the older man casually fed the squirrels. Her clothes were back on though her ass was still sore from the amazing fuck she experienced. Even so she had a craving for more so she walked up to the bench. "Hey Samuel" she greeted him.

"I'm sorry sweet Maxine" he replied without turning around. The response caught her off guard, expecting him to greet her warmly. "I'm afraid this isn't the time for us to spend our time together. You have other tasks ahead I fear."

The young girl was forced to leave him alone, confused as to why the conversation went differently to last time but content to settle for the memory instead. On the bench Samuel put his squirrel feed down and picked up a photograph miss Caulfield had taken of the two of them, a selfie with her jeans around her knees, bouncing on the caretakers cock while his hand played with her clit. Samuel looked at the Polaroid and smiled fondly.


	20. Backseat Driving

Warren and Max had a regular schedule where they'd hang out, what they would call GOING APE. They'd arrange a meet up point or activity and just enjoy each other's company doing some cool stuff. Tonight it was Warren's pick and he had selected a movie at the drive in at the beach of Acadia Bay. The sun had set hours ago and the moon hung over the ocean behind them as the giant projector displayed planet of the apes to the three dozen cars parked on the sand. The old classic was timeless as everyone watched in hushed silence. Warren loved the movie and Max enjoyed it too.

Shame neither of them were actually _watching_ it tonight.

The truth was GOING APE was code for the casual relationship both Max and Warren were in, hooking up to have sex on a regular basis without the pressure of labels or expectations. Last time Max voted for a quickie in the science lab during school hours, which resulted in a near-embarrassing discovery in the closet. This time Warren opted for a more safer and productive opportunity as the teens hastily undressed in the back of his car. The windows were rolled up so their noises would be muted, but they were careful to keep their voices low just in case any neighboring cars heard them. But a brief scan of the surrounding jeeps and Toyota's proved they weren't the only couple ignoring the movie for some private time if the gentle rocking of a few vehicles were any indication.

"Fuck, I think my zipper is stuck" Warren hissed after helping Max out of her T-shirt. She hushed him with a kiss while her hands shot down to assist in pulling his pants down his thighs while they awkwardly maneuvered in the cramped backseat. Warrens chest was bare as he pressed against the sexy photographer, who was already out of her panties leaving just her bra to be yanked off in a hurry. Kicking his boxers to his ankles Warren sat back in the middle of the car with Max straddling his waist, his erect prick rubbing against her navel dripping with precum.

"Are you sure we won't get seen?" Max asked skeptically peering over her shoulder.

"We're fine. People do this at drive throughs all the time. Hell, we could probably fuck on the bonnet in plain view as nobody would complain."

"Don't get any ideas for next time" Max chuckled locking her lips with his, weaving her fingers through his messy hair while grinding her pussy against his cock teasing him. His balls swelled with anticipation and judging from their size Warren hadn't gotten some for a few days. _Maybe he hadn't masturbated just so he'd have a huge load just for me_ , Max mused giggling into his mouth.

"So, is that a cock in your vagina?" Warren asked her playfully, sliding his dick inside her grunting "or is it just me?"

"Oh, it's all you science boy" she laughed riding him, his cock fitting snugly in her warm entrance like it had never left. The two of them gently rocked against one another, the familiar notions of sex like riding a bike. Arms wrapped around bodies hugging tightly, melding them both together moaning in pleasure as his hips thrust into Max. He guided his head to the crook of her shoulder where he nibbled on her flesh leaving hickeys in his wake. Her hips buckled and she came, clenching around his member with a cry as he rode through her orgasm. "Again" she whispered. "I want you all night long."

"Oh fuck" he grunted in response, his body shuddering.

Max froze as she sensed the signals running through his body into hers as his cock twitched inside her, his balls tightening. _No, no, it's too soon. Way too soon._

"I'm sorry Max" Warren apologized as his grip on her tightened, squeezing her body holding her in place as his instinctively thrust deeper, breaching her womb with his dick. She squealed as he pried open her cervix, unable to stop him from ejaculating prematurely into her womanhood. "Fuck!" He groaned unleashing everything he had into her, locking in place until his climax ended and he slumped down in the back seat.

 _Damnit!_ Max cursed panting on Warrens lap. She knew he sometimes had a problem with cumming, a once and done kinda guy. But what made him amazing in bed was his stamina, able to go for hours if he wanted to. One time he fucked her doggy style through an entire lord of the rings marathon, including the hobbit films before breaking. But now his gambit of avoiding masturbation to maximize load backfired, leaving his girl unsatisfied.

Max sighed in frustration shaking the drowsy science nerd, his limp cock falling out of her entrance spilling seamen from her hole. His seed felt warm inside her womb, the volume startling. _That was over too fast_. She stared down at the young man, her body still in heat desperate to continue. She looked out of the window and contemplated seeking out one of those couples in the other cars, wondering if they'd be willing to let a third party join in. _No, he's my friend and tonight is just for us._

A light bulb clicked in her brain, a wild idea she'd been hoping to try with her powers. Throwing caution to the wind Max took a deep breath, raised her right hand and closed her eyes. She reached out to the flow of the time-stream and pushed against it, traveling back to the moment just before they began where she let go of the timeline.

"So," Warren smirked placing his hands on her hips as she opened her eyes suddenly, looking around finding the car and surrounding area exactly as it was. She turned back to Warren, awake and well and fully erect as he positioned his cock at her entrance. "Is that a cock in your pussy? Or is it just me?"

"Shut up and fuck me" Max replied, smashing her lips into his pushing him back against the seat so she was lying on top of him kissing aggressively. Her pussy slid over his dick like a glove, her sigh lost in his throat as she tongue fucked him into submission. _I'm making this last as long as possible._

Warren was caught off guard as she took the lead, passionately making out with the nerd while grinding her cunt against him aggressively. His hands wrapped around her back holding her tight, thrusting his hips up awkwardly as his legs struggled to find room to support him. Each thrust bashed their heads against the car door rocking the vehicle for all to see outside. He didn't care, loving this forthright and dominant side of Max Caulfield. He loved it so much his swollen balls could help but demonstrate his pleasure, opening the gates and gushing forth before either had a chance to be warned.

"No!" Max whined as Warren filled her up, his cum jetting into her womb like a geyser making her walls clench and squeeze every last drop out of him. She was force to ride out her second premature orgasm and was still left wanting as Warren collapsed beneath her. "Fuck" she cursed pushing back the time stream again for another try.

"So, is that a cock in your pussy, or is it just me?"

Max took Warrens face in her hands and kissed him, distracting him as she reached down to pull his dick away from her dripping leaking pussy. "Not yet" she whispered, dropping down to the floor jerking the boy off in her hand. He watched her mesmerized as she slid between his legs and took his length into her mouth, sighing blissfully as she worked him over.

She knew from experience Warren never came from blowjobs, but they did wonders extending his libido. A few minutes of sucking his cock he'll be all hers for at least half an hour.

"Oh shit Max. You're really, really…oh god!" He groaned leaning back in his seat. He was sweating profoundly, grunting nonsense writhing in pleasure. Max was sweating too but only because of the last two rounds. Her pussy still ached from multiple climaxes and her belly felt full with cum, the sticky substance leaking from her wet hole. She ignored the aches because she craved his cock inside her again, needed it for the duration of this stupid movie. Warren looked down at her, his expression appearing…apologetic.

_Oh no, please not again!_

"I'm sorry" gasped, his balls tightening. "It feels so good… too good… I can't…"

Max whipped her head away from his dick, clenching it tightly like a vice pleading with him "no, Warren. It's too soon. We're not done!" She snarled gripping him tighter.

Her aggression seemed to have the opposite effect. "Fuck, I'm sorry" he wailed, grabbing her by the hair and shoving her face into his mouth opened wide with shock, instinctively stuffing it full with cock just as he ejaculated into her throat. Her cheeks bulged as he exploded, screaming around his member struggling to breathe, inhaling seamen coughing white out of her nose.

With tears in her eyes Max painfully swallowed, gulping down the massive load he continued to feed her before she drowned in the stuff. Once for her body betrayed her, her own orgasm rippling through her core soaking the carpet. When it was finally over Warren slumped down out of breath, his hands falling away releasing the young woman so she could vomit up the last of his seed gasping for air. "I'm sorry Max" he mumbled falling unconscious. "I tried…"

"So did I" she replied, frustrated and disappointed. He was too pent up and horny for her to prolong, the mildest unrest setting him off. He wouldn't last the minute. She aided her face, smearing her skin with cum and tears, looking down at her hand finding a thin coat of red.

She checked her nose and found it bleeding, a side effect from the time travel she implemented. She looked up at the deflated young man, the man who promised her a night full of sex and fun, and understood watch she needed to do. "Don't worry Warren" she whispered, giving his limp penis a gentle peck, "we'll work this out."

The next hour went by in the span of a few seconds, a cycle of sex and climax and sex as Max pushed her powers to the absolute limit in pursuit of pleasure, using up her lovers limited stamina before rewinding and starting over again. "So, is that a cock in your pussy?" Warren would say on the few occasions Max would allow him to speak before grabbing him into all manner of positions within the car, seeking as much variety to her evening as she could.

One instance she sat on his lap with her back to him, riding his dick while he played with her clit and fondled her boobs, her hips bouncing on his thighs until he came inside her. Another loop she pleasured him using her small tits, grinding his cock between her breasts until he painted her face white. Her favorite position soon became when she convinced him to fuck her doggy style between the front seats, pounding her from behind as she gasped and moaned wildly until he bottomed out inside her womb. She took several rounds in that position, rewinding each time to just before he climaxed so she could experience one long drawn out orgasm with him pumping his seed into her over and over again.

After a while Max started to feel the effects of abusing her powers so much. Her head throbbed and the nose bleeds we're becoming more prominent. And the ache in her stomach got worse with each deposit of cum, the growing volume making her belly swell.

Yet her body called out for more so she pushed through the dizziness and discomfort, fucking Warren over and over again until he came and sent her into a shivering orgasm, rewinding and continuing. For a couple of rounds she convinced him to take her outside and fuck her over the bonnet, their naked forms on display for everyone to watch. She didn't care as she knew this timeline wouldn't exist for longer than a minute, erased and replaced after the next orgasm. She was bent over, held by the waist, fucked missionary, deep throated, cowgirl, sixty nine, every position she could think of done and re done. Dozens, maybe a hundred orgasms erupting in rapid succession, each jet filling Max's womb or ass or mouth.

The final timeline finally arrived when Max strained to pull herself back to the moment she wanted, her head tearing itself open as black spots danced around her vision in pain. Blood pour from her nose as she stepped back into the moment, pinned beneath Warrens body as he squeezed her tightly plowing her from behind, his hips buckling frantically on the verge of exploding. She screamed as her body spasmed in orgasm, her walls clenching around his shaft as they punched into her gaping womb which was overflowing with his seed from a hundred timelines that no longer existed. Her belly was swollen and full making her look almost six months pregnant, every motion rocking her against the seat crushing her bulge forcing more of its contents out of her abused vagina. She was so sensitive and sore each thrust was painful, especially as Warren dumped his final load into her for the last time.

Max whimpered as she shuddered in his arms, riding out his orgasm before he fell back against the backseat deflated and limp. She curled into a fetal position as he left her pussy, shivering as she cradled her stomach feeling bloated and sick. She'd over done it and now she felt like she wanted to vomit but couldn't. She'd made her bed and now had to lie in it.

Warren wrapped his arm around her sleepily, her hand stroking over her chest until he found her swollen belly. "Fuck, that feels like a lot. I didn't make you pregnant did I?"

 _I hope not_ , she thought before passing out, sleeping through the rest of the movie covered in sweat and cum in the backseat of the car.


	21. Juliet finds the Truth

Max wasn't sure when it happened, or how, but somehow Juliet knew.

She was waiting for her inside her dorm room when the photographer came home that afternoon. She found her sitting in her chair at her deck tapping her foot, turning in her direction when she heard her come in. How long had she been sitting there? "How did you get in here?" Max asked in shock.

"You forgot to lock your door" she answered crossing her arms. "You're lucky I'm not Victoria, or Taylor. Or maybe you wish I was?" The shy girl looked confused as she quickly scanned the room, checking everything was in place. "We're you snooping?" She asked noticing some of her stuff had moved.

"Maybe" the reporter shrugged, fixing her inquisitive gaze on her. "Do you have something to hide?"

"You should go."

Juliet stood up and made to leave, reaching the door but halting looking at Max. The two shared a look and Max sensed there was something she needed to be worried about. "We need to talk" the sly journalism student said quietly closing the door and latching it so they wouldn't be disturbed. Max took a nervous breath watching her friend with unease. "I know your secret" she said.

Max's heart skipped a beat. "What?" She asked, forcing her expression to remain neutral hiding her panic.

"I know your secret" Juliet repeated. "I thought I was mad, or crazy, but something just seemed off about you. At first I ignored it, but I was told to follow my gut to the truth no matter what. My gut told me you we're hiding something, and I was right."

"Juliet, I don't know what you think I'm hiding, but you've got it all…"

"We had sex" she interrupted.

Max froze, feeling astonished and bewildered. What? When did we… her eyes widened as she suddenly remembered the night she spent with her and Dana, the sleepover that lead to the three of them having sex. That wasn't a secret. That was a fun…

Oh… it suddenly dawned on Max what was bad about the situation. I thought I erased that timeline. Used my powers and… did I?

"Do you remember that night Max?" Juliet pressed, her dark green eyes trained on her.

Max flushed red recalling that night in perfect detail, how the reporters curves melded perfectly with Dana's as they kissed, sandwiching the shy photographer between them to finger her until she screamed. She even took a photo of that night to remember it. I thought I had erased it. "Yeah, I do" she replied feeling embarrassed.

"Really?" She asked looking surprised. "Because I don't."

Now Max was even more perplexed. Huh?

"I don't recall us ever hooking up. I remember a sleepover at Dana's place, but I don't remember you ever showing up."

Shit, I did erase it Max realized. But then how did…

"All I remember of that night was watching a steamy movie with my best friend, a bit of friendly flirting and maybe a kiss or two, but we never did anything that far. You were never there. At least, I thought you weren't." She paused to reach into her bag, pulling out a bracelet she wore on her ankle. Max remembered she used to wear it all the time whenever she dressed in skirts and wanted to show off her legs. "Then I found this. It fell out your bag when Trevor knocked it over with that skateboard. I help your pick up your stuff and found it on the floor. When did you get it?"

"Um" Max wavered, the memory of Juliet hooking it around Max's ankle while she sucked on her toes flashing through her mind. I meant to return it, she recalled after realizing she was still wearing it after the rewind.

"I thought I lost it at the sleep over and looked everywhere. I was going to just confront you but my gut…my gut told me to look into it. This wasn't the first time strange things have happened around you Max. Things moving out of place, you just knowing things that are about to happen. I got lucky when your door was unlocked and had to look around." She stopped to return back to Max's desk, opening a drawer which made the owner p's breath hitch. "That's when I found this" she explained, pulling out one of the dozen Polaroids she kept in there.

Max stared at the photograph in question, the damning evidence of their intimate sleepover held in Juliet's hand. The photo showed the three of them naked in a loving embrace, Max holding up the camera laughing as Dana sucked on one of their nipples with Juliet nibbling on her neck. "Juliet" she whispered taking a cautious step forward. "I can explain…"

"At first I thought I'd been rufied," she interrupted pacing the room, circling Max. "That I'd been drugged and that's why I don't remember this. But that would mean Dana was in on it and she wouldn't do that. And I didn't believe you would either. But then I realized something, which I only learnt today examining this photograph." She threw the Polaroid at the photographer, who caught it frantically while the reporter pulled out her phone. "I googled it to double check, but did you know your camera leaves a watermark on the back?"

Max found herself too stunned to register the question before she heard it. It what? She looked down at the photograph, briefly considering jumping through it to escape this conversation before flipping it over. "Holy shit" she muttered seeing the watermark. She'd had that camera for years but never noticed this feature, reading the exact date and time the picture had been taken.

"I saw that and realized something" Juliet continued, this time holding up her phone. "I took this picture the night of the sleepover." Max looked up to see the image of Juliet and Dana taking a selfie, the hashtag "girls night in" stamped in the corner. Juliet pointed to the time stamp recorded on her phone. "I took it around the exact same time as you took yours. Explain how that's possible?"

Max was shocked, stunned and astonished. Where all my photographs dated? So many ideas to use with that knowledge. The time lapse of photos. Her artist mind was over the moon, but the rest of her saw the error in her situation. She knows.

Juliet could sense the discomfort in Max's demeanor, evidence she was on the money with her suspicions. I spent all afternoon wondering how this was possible, what it meant, but then an answer hit me. I thought it was crazy, but it all adds up." She stepped forward and fixed Max with an intense glare. "Max…are you a time traveler?"

She knows!

Max only had one move, convince her she was crazy. "What! That's crazy! Time travel? How would I even..?"

"I don't know, but you can can't you?" Juliet snapped. "You've been acting strange for days. All the strange things. Victoria getting soaked outside the dorms. All those times Alyssa narrowly avoided disaster. How you know things you shouldn't have. Kate… I even overheard you and warren talking about quantum theories about it." She finally took a breath, a wild look in her face like she was desperate to make sense. She grabbed Max by the shoulders tightly, asking her again "Max…if you really are my friend, you have to tell me…can you time travel?"

She stared back at the reporter, realizing now she wasn't asking because she was chasing a story or to make a headline and expose her. She needed to know she was right, had to know she wasn't crazy. Max hesitated as she stood there under the girls intense gaze, guilt and fear spiraling through her. She wanted to tell her so badly but she couldn't. She just couldn't bring herself to do it.

As Juliet stood there a sickening feeling fell over her, like she'd been wrong and she had just lost it. Max could see the fear in her eyes, fear that she was crazy. She needed to do something. Fix it! Go back in time again and fix it.

Taking a deep breath Max brought up her hands, giving the illusion she intended to take hold of Juliet's arms and talk to her. But as her hand came up she began pushing against the time-stream, using her powers to rewind again.

Juliet however sensed something amiss, looking down at Max's raised hands and suddenly grasping them tightly. "Wait!" Max cried out as she grabbed them, her mind going blank as her powers suddenly flared. In the brief instant she lost control of her powers and the two girls suddenly stood in the middle of her dorm room floating in a void of conflicting realities. Their hair drifting up like static as they stared at the shimmering images around them, voices and memories phasing in and out of them. Juliet stared in shock and awe as memories of a timeline that no longer existed came flooding back, reminding her of the sexy sleepover she shared with Max that night. Max saw it too, reliving the whole experience in a single moment before the pair of student let go of each other.

"What was that?" Juliet asked, her heart pounding in her chest panting rapidly stumbling away from Max. The room was back to normal and as far as Max could tell they hadn't time traveled anywhere or when. Her nose was bleeding but she didn't feel disorientated.

She ran over to Juliet to steady her, locking her gaze with hers. "Are you okay?" She asked worried. The reporter nodded, staring back warily. Max swallowed back her fear. She had no other choice. "You were right. I can…control time. I don't know how or why but I can rewind events so they never happened. I'm sorry I couldn't tell you…"

Juliet stared at the girl she knew and Max Caulfield, for the first time seeing more than the awkwardly shy girl behind a camera, and suddenly threw herself at her interrupting her with a desperate kiss.

Max stumbled back in shock as the girl made out with her, her eyes wide staring back at her as she broke the kiss. "Shit!" She said, her expression frozen as she realized what she just did. "I'm sorry, I just… holy shit! You…we really did…" Juliet was lost for words as she paced the room, her mind spinning frantically with thoughts and ideas. "I don't believe it. Does anyone else know? About you?"

Max shook her head, impulsively lying. She didn't have the time to explain Chloe and her history with her, choosing to focus on fixing the situation here. "I don't think anyone would believe me" she told her. "I thought I was going crazy. But the more I used my powers…I still don't understand how they work. I didn't even know what I did just then."

"It's okay" Juliet muttered, hopping on her feet. She felt like she was suddenly on a caffeine high multiplied by a sugar rush, the shock spending her adrenaline through the roof. "It's okay it's okay it's okay it's okay" Max started to get worried the more she repeated it, stepping forward to grab her arm. "I'm fine" she said, taking a few deep breaths trying to calm down. "It's just…all this time, all this…it's incredible, crazy, amazing, scary…" she was rambling, too pumped up. She needed to anchor back to sanity, calm down, de-stress. "I need something to… something to help slow me down. Help me relax, stop me stressing, keep me from…"

Now it was Max's turn to lunge into a kiss, silencing the rambling reporter before she spiraled into madness. She held tightly to her head holding their lips together, forcing Juliet to make out with her and breath through her nose. It did the trick, calming her down enough to hold a conversation with the photographer when she let go. "Are you okay?"

"Yeah. Wow. That was…"

"You told me once nothing helped eliminate your stress than…well…" Max's cheeks blushed.

Juliet knew exactly what she meant. And thanks to the flashback they both experienced she remembered actually saying it to her. She put her hands upon Max's neck looking straight into her eyes. "I'm really stressed out right now Max. I need you."

The young woman was happy to help as the pair of them embraced into a steamy desperate make out session, stumbling across the dorm room tripping over their own feet onto the bed by the wall. The two girls got themselves tangled up in one another, fumbling for each other's clothing hastily trying to pry them off while touching every patch of skin they exposed. Tongues darted out into grinding mouths dueling for control and fabric flew in all directions. Raspy breaths led to glutton all moans and gasps opened the way to shrieks. Their bodies tingled as they pressed against each other, sensitive areas becoming moist or erect.

Max felt like her friendship with Juliet had been destroyed in this moment, replaced by something far more passionate and heated, something so electric she felt lightning shooting from her lovers fingertips. "Shit, should we be doing this?" She asked as they briefly detached to gasp for air.

"I don't want to stop" Juliet replied lustfully, yanking Max's bra from her chest. "Do you?"

Max gazed at her for a moment, examining her body while still unbuckling the girls jeans. "No" she admitted biting her bottom lip. Juliet lifted her chin and roughly kissed her, rolling them over so she could lift her hips and help herself out of her pants.

Time became rather irrelevant as the half naked lovers humped each other on the mattress, their hips grinding against thighs, breasts rubbing together, hands clawing at skin pulling their partners closer, lips locked tight sharing saliva and oxygen. Max was still wearing her panties yet her tight jeans were caught around her knees as she brushed her damp crotch against Juliet, who was bottomless with just her shirt pulled above her perky breasts and her grey socks upon her feet. She could feel the friction of Max's clit against her thigh, her own pussy throbbing desperately for attention. She needed Max between her legs but couldn't will herself to let go, fumbling awkwardly around her body.

"Fuck" Juliet moaned as she managed to reach her hand between their bodies, seeking out Max's underwear and slipping her fingers beneath the soaking fabric. "I don't remember ever being this horny" she mumbled as she found her girlfriends clit, stimulating it frantically listening to the sounds Max's breath was making with each touch.

"Oh wowser" Max cried, her eyes closed buckling her hips into Juliets hand. Her body felt like it was on fire, the lightning shooting up her spine. "Juliet…I'm going to…shit, you're making me cum!"

"Do me too" she insisted, grabbing Max's hand and guiding it between her thighs to push her fingers into her soaking pussy. Max dutifully fingered her girlfriend, driving her to their shared climax as their bodies shuddered against each other, their screams bellowing across the room. For a moment Max feared they'd alerted every girl in the building, but Juliet didn't care. All she felt was the tingle of the orgasm as they both rolled onto their backs staring up at the ceiling in a sweaty tangled heap. "Fuck, I needed that."

The room fell silent as the two girls lay side by side on the bed, basking in the afterglow while each dealing with their swirling thoughts and emotions. Max wondered where this left her with Chloe, if things had changed with Juliet for the better or worse, if she was ready to trust someone else with her secret. She wasn't sure how Juliet would handle any of this. The sex might be incredible but it wasn't a guarantee she wouldn't print the exclusive on her website.

She cautiously glanced across at the auburn haired reporter, examining her sweaty brow and narrow features as they turned to look back at her. "What?" She asked.

"Nothing" Max said quickly, but following up with a little more courage to ask "are you going to tell anyone about this?"

"What? The sex?"

"My powers."

"Oh" she replied, thinking it over a moment. "It would make a brilliant front page story. I might finally get my name in the newspaper." Max felt a lump form in her throat, her stomach filling with dread until the girl laughed. "I'm kidding. The only people who'd buy this story are those tabloids, and you know how much I respect their journalism." She rolled over to snuggle up beside Max, placing her hand on her left boob affectionately. Their eyes locked and she saw Juliet genuinely smile as she said "I won't tell anybody. I swear."

"Really?"

She crossed Max's heart with her nail, "really."

Max felt like a weight had lifted off her chest, sighing in relief as she reached up to pull Juliet back into a kiss. "Thank you" she whispered stroking her cheek.

"Besides, it's quite fun being the only one to have cracked Max Caulfield" Juliet quipped. She rolled away to look over the edge of the bed, scanning the discarded clothing on the floor searching for something. Max watched her as she reached under the bed, her mind drifting elsewhere feeling guilty. She wasn't sure if she should tell her about Chloe, or if she could even trust her to keep it to herself. Juliet and her were never really close and now they were sleeping together? What does this mean?

While Max was lost in her own head Juliet found what she was looking for, the ankle bracelet that had started this whole investigation. She returned to Max's side and gave her a kiss on the lips, snapping her back to reality as she crawled over her body. "I think I have something of yours" she said smiling as she lifted up one of Max's legs. As the photographer looked up at her she witnessed history repeat itself as Juliet hooked her bracelet around Max's ankle, gently kissing her feet as she told her "it suits you."

Max didn't know what to say, rendered speechless as the reporter shuffled her hips between her thigh and began jumping her once more, their pussies rubbing together, the friction reigniting the passion as they both turning into howling sirens within minutes. The scissored for nearly twenty minutes, cascading into climax after climax before cycling through every other position that took their fancy, their head diving between their legs, hand pleasuring anything they could reach, mouths latching onto whatever they desired. That afternoon they got very little work done, exhausting themselves by the time night fell and the lights went out.

Despite the ludicrously aggressive work out Max couldn't sleep that night, opening her eyes to watch the beautiful young reporter snore peacefully by her side draped under the covers. For a moment she wondered what it might be like to be a couple, imagining the looks on people's faces and the nights they could spend together. But when she pictured them it felt like someone else's life, she didn't fit in it. Just felt wrong.

I know what I have to do.

Careful not to wake her Max crawled out of the bed sheets and quietly climbed off the mattress, listening to Juliets blissful sighs as she snuggled against the pillow. Treading lightly she crept across the dorm room, stepping over the discarded clothing, reaching into her desk drawer to seek out the Polaroid. She sat down in the chair looking at it, the image of her embraced with Juliet and Dana at the sleepover that never happened. She knew what had to be done but it still made her guilty and sad. The ankle bracelet on her foot twinkled in the moonlight coming from the window as she glanced down at it, now a reminder of the possible future she could have.

Just go back to bed. Everything will be fine.

She knew it wouldn't be. Sooner or later she would break Juliets heart, or she'd break hers. It would never last and thing could get much worse. And it wasn't fair on Juliet, not when she has no idea how her powers work.

With a heavy heart she took one last look at Juliet sleeping in her bed, walking over to kneel by her side. "I'm sorry" she whispered, giving her one last kiss on the forehead before leaving her behind. With the photograph in hand she focused her gaze upon it, the image flickering as Dana's voice echoed in Max's mind. She fought back a tear before everything went white and she woke up in another time and place.

Max fell back against the mattress she was sitting against, gasping for breath as Dana gently pinched her nipple with her teeth. "You okay Max? You look like you zoned out while taking that picture."

The photographer didn't respond as she dropped her camera, the Polaroid developing while the three girls tussled with each other. Max turned to meet Juliet, who locked lips with her moaning in pleasure, unaware of what her future alternate counterpart had been through in order to bring Max back here. For a moment Max felt her guilt overwhelm her, looking down to see Juliets ankle bracelet once more on her leg. Breaking the kiss she leaned over and removed the jewelry, returning it to Juliets ankle as the reporter raised an eyebrow.

"It looks better on you" Max said with a smile, kissing up Juliets thigh casually sliding between her legs so she could spend her last few moment with her bring her to an mind blowing orgasm. The confident auburn haired girl didn't argue, throwing her head back in ecstasy as her moans filled the photographer's ears, covering her face in juices hiding the fresh tears as Max felt time yank her back to the present, damning her one time lover to her fate.

She materialized the moment she opened her dorm door, this time to find it empty. No Juliet to come investigating her, nobody to discover her secret. She was all alone as she closed her bedroom door, her own guilt weighing heavy on her shoulders.


	22. Zac takes a Shower

Max wasn't usually one for swimming at Blackwell, but after the night she and Chloe broke in to enjoy each other's company in the pool she found herself wistfully returning every so often. It wasn't the same without Chloe there in the middle of the day, or late afternoon in her case, but drifting through the warm water let the Photographer reminisce that night and collect her thoughts.

It was nearly the end of the day, the sun setting outside and the pool was closing up for the night. She was the last one there so she swam back to the ladder and climbed out dripping wet. Her brown hair was soaking, clinging to her freckled face forcing her to comb it back with her fingers. She wore a pink one piece swimsuit that snuggly framed her body, covering her modesty yet leaving little to the imagination. Max was usually self conscious about her body but after finding Chloe again she discovered new degrees of confidence in herself, especially with the added benefit of her powers. After letting herself drip dry a moment she made her way towards the locker room for a hot shower.

Along the way she passed the boys locker room and heard chatter inside. Her gaze was drawn to the open doorway and looked inside the find a large group of young men undressing out of their football gear laughing at one another. The Blackwell Bigfoots must've just finished training for the day, their star quarterback making the rounds clapping his friends on the back offering encouragement with a smile. Max watched as Zachery reached his locker and began to undress, feeling a guilty smile tugging at her lips as she observed the quarterback's muscular body and smooth skin. She knew he was Juliets ex boyfriend and a member of the vortex club, and had seen the sexts between him and Victoria which made her want to vomit, but still she had to admit he wasn't not attractive. The boy kicked off his boots and sat down to pull off his trousers, and Max had to bite her bottom lip to keep from moaning as she waited for him to reach for his underwear.

His stunning blue eyes suddenly looked up and found her hovering at the doorway, seeing her staring back at him. She froze with a gasp realizing she'd been caught, turning red when he sat up and smirked. "You fancy helping me out of these tight underpants?" He asked, his friends all laughing along with him seeing her at the door.

She quickly ducked out of sight and bolted to the girls locker room, hearing the lads cat calls echoing after her. She was so embarrassed she wished the ground would swallow her whole. But after a minute of composing herself she pondered what she would've said. _What if I said yes?_ She wondered.

_I could find out._

Steeling her nerves with a smile she took a breath, rewinding back to just before Zac spotted her and returned to the doorway. Once more she began peeping, but when he sat up to address her she interrupted him asking "do you need a hand getting out of those?"

He was caught off guard, his friends looking back at him with "oooo"s waiting for his reply. She batted her blue eyes at him as he examined the slender girl hovering at the entrance to their locker room, blood flow already rushing to his groin. "Maybe I do" he replied smirking.

She shrugged taking a step inside gesturing to his friends. "Maybe you could ask one of your mates to help you out. I reckon it'd be a sight to watch."

The boys all had varied shocked and outraged reactions but Zachery caught her off guard by replying "would you now? You should've seen us last Saturday then. It was quite the party."

"Sorry I missed it" she said, slowly walking further inside until she was standing a few feet away from him. She had never been one to play this sort of game with boys and her knees were shaking, but somehow she kept her cool and her gaze on him keeping it up.

He stood up and paced around her, dressed only in his boxers now examining her like a hungry predator. She stared back acting like a delicious piece of prey, electricity sparking in the air around them as the rest of the team watched. "So what brings a hot young girl like you to a place like this?" He asked her completely in character.

"You mean the boys locker room?" She replied, falling into the role tentatively. "I got distracted looking for the showers."

"We have showers here. You could use them if you wanted."

"Really?"

"Really. It'll cost you though?"

Max felt her stomach flutter with excitement. This was going better than she thought it would. "How much?" She asked nervously.

Zac stepped in closer, towering over her inches from her face. "A kiss" he said quietly.

She bit her bottom lip, imagining those lips on hers caressing her skin making her breathless. "That's all?"

"That's all" he whispered, leaning in so his hot breath teased her skin. "One kiss and you can use our showers."

"Mm, tempting" she whispered, resisting the urge to lean forward and take him up on his offer. The rest of the Bigfoots leaned in waiting for them to connect, but were left disappointed when Max pulled away at the last moment. "But what if I want more?"

Zac's eyebrows raised. "What more could you want?"

She smiled coyly, her stomach floundering like a fish. She was a bundle of nerves behind her confident persona, her eyes looking up and down the young man's muscular body. "I'm exhausted from my swim" she said in her best seductive voice. "What if I wanted some…personal assistance?"

His face lit up, taking another step closer with a cocky grin on his lips. "For that, I think would can come to an agreement" he answered.

He reached out and put a hand on her waist, his bright blue eyes locked onto hers as they stood nose to nose. Max inhaled sharply trying not to squeal as his skin made contact to hers, replying quietly "that so?" As she reached up to brush her fingers along his jaw. "What did you have in mind?"

He thought about it a second, a devilish smirk on his face as he explained "I can assist you in whatever manner you wish. But you need to know, in the showers…we like to share."

Max kept her gaze as he glanced across to his teammates, her eyes following his briefly examining the gawking audience watching this little battle of wills. For the smallest of moments she hesitated, her stomach doing backflips as her mind conjured a hundred possible responses. But this was an opportunity she may never get again. Looking back with a playful smile she whispered back to Zac "bold statement. You sure you can deliver?"

"Make me an offer" he replied confidently.

Biting her lip considering her options, Max wrapped her arms around his broad shoulders and pulled herself up to her tiptoes, whispering something in Zac's ear. Her words made his manhood stiffen uncomfortably in his boxers, releasing a raspy breath as he stared at the once shy photographer. "Final offer?" He checked.

She nodded swallowing her trepidation. With broad grim the boy leaning in and locked his lips with hers, sealing the deal with a firm kiss. The boys watch systematically dropped their jaws, looking amongst themselves as the sexy pair made out in front of them. The kiss came to a natural end with Max nodding in the direction of the showers. "Show me the way?"

"With pleasure" Zachery beamed, taking her hand and leading the young woman through the astonished crowd of horny students towards the enclosed shower room. She followed the quarterback excitedly, glancing up at all the faces she expected to see surrounding her as they joined them in a little while.

Zachery switched on the middle shower head, the third from the right in a line of six, the enclosed room supporting three walls leaving the fourth open for all of his teammates to watch as he guided Max Caulfield underneath the stream of water. The photographer sighed as she felt the hot water touch her skin, lifting her face to bask in its glory. After her swim in the chlorine filled pool getting drenched in clear clean water was heavenly.

The quarterback stood apart just watching the young woman, an attractive smile on his face as he examined the soft curves of her figure with his blue eyes. She looked like a supermodel in her swimsuit, her long legs drawing his eye away from her sweet round arse. She spun lazily around under the stream, her fingers combing the auburn brown hair back so he could stare at her freckled young face. He heard the faint mumbling of his friends watching the same thing, sharing their excitement.

Her eyes opened as she saw the young man staring, smiling proudly before reaching out to take his hand and pull him into the shower with her. He was still wearing his briefs, forgetting to remove them before they were soaked through melding with his skin and revealing the large bulge of his manhood within. He didn't care, his attention too focused on the hot miss Caulfield as she latched onto his face with a passionate kiss. Her hands ran through his locks as she yanked him under the water making sure he was as soaked as she was, feeling like a naughty little teenager making out with the bad boy of the playground after school. She was never that girl, never the confident young woman who could get any boy she wanted, not until now. She felt powerful, sexy, it felt so amazing she didn't even think about the fact she had an audience watching her like it was a live sex show.

Zac's hands tried to stay respectable, it all the signals this girl was sending him made it hard to resist his impulses. They reached out and wrapped around her waist, running up her back feeling her soft skin around the tight latex of her suit. Her chest pressed up against his, his body dwarfing hers in stature. Next to him she looked tiny, her fingers following the shape of his muscles while his followed the curve of her spine. His palms found her plump cheeks and gave her a playful squeeze, lifting her onto her toes making the girl giggle as she gentle swatted them away. "Not yet" she whispered quietly as her eyes dropped to his briefs, her fingers stroking the rim nervously.

Zac was eager to get his cock out to show her how much of a man he was ready to be, but he was more interested in seeing Max without her swimsuit. "How about ladies first?" He asked putting his hands on her max and pushed them up her stomach towards her breasts. She closed her eyes and sighed, enjoying how he drooled over her like a puppy before bring up her hands to knock his away from her chest just before his fingers could pull her suit off.

The way he looked at her, disappointed and impatient made Max feel giggly. All the times Chloe had pulled the same stuff on her to keep her in line when all she wanted to do was wrap her arms around her and kiss everywhere imaginable, now here she and she understood the power she had over her. It was intoxicating. Max kept her eyes on Zac as she stepped closer, her breath on his skin whispering softly "whoever said I was a lady?".

Their was an audible inhalation of breath from the quarterback, as well as the football team who were lucky enough to overhear her, and Max knew she had the boy hooked. He understood his role now and would do whatever she asked of him, and she was empowered to abuse that loyalty when the time came. For now she simply wished to indulge him. With a playful peck on the cheek she slowly lowered herself down to the ground, dropping to her knees in front of the handsome young man and taking hold of his briefs. Without a word of objection or complaint Zac stood perfectly still, his gaze transfixed upon her as she carefully peeled them down his thighs releasing his throbbing cock to the locker room.

If the boys watching them wasn't as mesmerized by Max's performance as Zachery was they might've applauded the size of his manhood. But instead they were ghostly quiet leaving Max to gasp in surprise and delight as it sprung up in front of her face. She had heard the gossip from Juliet about how large he was, fantasied about seeing it in person and was not disappointed. She quickly yanked the boys underwear down to the floor so she could reach up and wrap her fingers around his shaft, feeling it pulse against her skin. She licked her lips eager to taste him like a piece of meat, her pussy lips getting wet thinking about him inside her.

Zac could see how much she was drooling over him, a cocky grin returning to his face. "Like what you see?" He asked.

She looked back up at him, her hand stroking his massive erection and grinned. "Juliet wasn't lying" she replied, getting a mixed response from the rest of the boys. Zac turned as red as a tomato hearing his ex's name, glancing up at the chuckling audience while Max give the tip of his cock a little peck. "I do like what I see" she told him, earning back a smile. "And I can't wait to put my tongue over it like this" she continued, rolling out her tongue and licking him along his shaft. Zac moaned as she slavered over him like licking an ice cream, circling around the head and coating his dick in saliva. The boys leant in to watch her, wide eyes and speechless unable to comprehend this was really happening in front of their eyes. "I can't wait to kiss it like this" she said trailing kisses all over it, focusing on the tip teasing him. Finally she looked up, seeing his face staring down at her and said playfully "and I can't wait to suck on it…like this."

Zac couldn't believe his luck as Max Caulfield wrapped her mouth around his cock and sucked on it. All his blood went straight to his groin, his eyes closing with pleasure as she suckled on him. She felt heavenly, her tongue still stroking his shaft inside her mouth, humming gently around it as her eyes looked up at his contorting face. He wanted to grab her by the head and fuck her brains out, resining the childish impulse. His time dating Juliet taught him that he would be rewarded if he was just patient.

And reward him Max did as her hand came underneath him to begin caressing him balls. A lustful moan escaped Zac's lips as she deep throated the boy, taking him deeper into her throat. His teammates were silently, their own cocks throbbing inside their tight uniforms.

Zac couldn't last much longer, his balls tightening in Max's palm. She waited until the last moment before yanking her head off his cock, pumping the shaft with her hands as she closed her mouth so when he came his cum painted her face white. The audience applauded as she reached her cream-pie, the white cum washing off her face under the running water from the shower overhead. Zac sighed satisfied, looking down to see the sexy brunette rising to her feet, her hand still stroking his limp manhood. "Enjoy that?" She asked.

"Fuck that was hot" he replied, grabbing her by the back of her neck and pulling her face in to kiss her. He was so aroused after that blowjob he couldn't wait for his dick to get hard before getting his hands on the girls body. Like a madman he spun the photographer around sos she was facing away from him, her arms flying forward to steady herself on the brick wall as he swiftly groped her boobs through the wet swimsuit.

Max gasped as his palms kneaded her tiny mounds, her nipples Harding under the attention as the hot water ran down her back. The quarterback stared down at her envisioning her without the latex layer, his hands running further down her waist towards her hips. Before Max could object a palm smacked across her bottom, making her squeal and the audience cheer. "You are so hot" Zac whispered still staring at her round bum.

"What are you waiting for?" She asked impatiently looking over her shoulder. "If you're just going to stare then go sit with your friends."

Their was a resounding "ooo" from the audience as Zac turned red faced. He decided to take action, pulling himself closer so his hips were pressed against her backside, his limp cock falling between her legs. "How badly do you want me?" He asked her encircling her stomach.

She rolled her eyes. "I want you to stop showboating and fuck me already" she told him. "Or was Juliet lying about the part where you were a fantastic lover?"

"She said that?" He beamed, unaware Max was just telling him what he needed to hear. Encouraged he embraced her tighter, his hands lowering to rub her between her thighs making her moan at last. "I'm going to make you beg for my cock" he whispered, pulling her swimsuit aside so he could plunge two of his fingers into her soaking wet pussy.

Max cried out as she was penetrated, finally getting to feel pleasure as she was fingered in her snatch. The boys watched her jeered and grinned watching the hot young woman moaned and buckle under the shower, her hands pressed against the wall as Zac humped her with each thrust of his palm. His thumb began circling her clit while his other hand fondled her breast, making the girl moan even louder. Her juices were flowing freely as her walls were loosened up, allowing him to slide two more fingers inside her curling them towards her g-spot. "Fuck, I'm cumming" Max cried seconds before drenching his hand, her fluids mixing with the water swirling down the drain.

"Enjoy that?" Zac asked her, mocking her voice to mess with her. Max chuckled as she turned her head, lookin back at the handsome quarterback before pecking him on the lips. He took that as a yes, removing his hand and quickly bringing it up so she could lick his fingers clean. The freckled photographer looked so hot sucking her cum from his hand, suddenly remembering the single request Max had made when she agreed to this passionately affair. Promising to follow through he gave her an encouraging kiss on the lips.

"So" Max whispered stroking his hair. "What now?"

"Now" Zac grinned, his eyes rising to give his teammates a wink as they hurried to remove their uniforms. "Now you officially join the team" he told her.

Max looked out at their waiting audience, goosebumps rising on her arms as Zac slowly pulled her swimsuit down over her body to reveal her naked chest, her big blue eyes looking around full of excitement.

_**To be continued…** _


	23. Blackwell Bigfoots

The first guy to approach the smaller young woman was excited, nervously giddy as his hands tentatively reached out towards her. His mouth was drooling as he stared at her small petite breasts, eager to touch them but unsure whether he should.

Max was just as nervous as she stood under the shower, the hot water running over her shoulders where Zac held her gently in place by the arms. He'd pulled her swimsuit down to her waist so her torso was on complete display to the horny football team, all gathering in the shower room with their dicks in their hands. Her blue eyes scanned the crowd and saw their sizes were varied between encouraging to massive, wondering if her tony little kitten could take all of them. It dripped in anticipation, the latex pulled aside so the quarterback could finger her leaving her sex as exposed as her breasts.

As the first guy stepped closer he cautiously looked up at her freckled face, hesitantly seeking permission from her. Max glanced back at Zac who gave her an encouraging squeeze, sensing he was silently proud his teammates was thoughtful enough to ask her first, turning back to give them swift nod. His hands fell upon her wet skin and he released an audible gasp in disbelief as she sighed. He was gentle as she caressed her tits, her erect nipples rolling between his fingers as he stimulated them. He couldn't believe this hot girl was willingly offering herself to him, to his team in what would soon become a wild gang bang.

Max was just as excited for what was coming and eager to get the party started. Realizing her first contender was too nervous to take the initiative she politely shrugged out of Zac's grasp so she could take his hands and guide them lower to her hips, watching his expression change as his palms felt her round behind before she wrap a hand around the back of his neck and pulled him into a kiss. The boy froze momentarily before grasping her tightly, his tongue pushing into her mouth deepening the kiss and make out with the hot photographer. Pulling him under the water with her they pair of them got steamy as their hands explored each other's skin, lifting up Max's leg prodding his penis underneath her dripping cunt throbbing with anticipation. The boy didn't penetrate her just yet, enjoying the moment locking lips with Miss Caulfield.

Zac nodded with pride as he watched the two of them make out, leaving the shower to push through the gathered crowd to fetch something, clapping one of his mates on the shoulder telling him to take his place. The ginger haired lad did as instructed, stepping under the water behind the hot brunette and placing his hands on her shoulders to kiss the back of her neck. She broke the kiss with the first boy to smile back at him, leaning back to peck his lips while he reached around to cup her breast. The first guy moved down to her other breasts sucking her nipple, making the girl moan in pleasure trembling between the broad shouldered football stars. Around her the rest watched silently jerking off.

When the time was right the two boys looked at one another and nodded, whispering to the girl asking if she was okay with doing this. She nodded enthusiastically, wrapping her arms around the first guys neck to hoist herself onto his erect penis. With a gentle thrust he slid easily inside her tight pussy, letting her get used to his size while listening to her moan. Her foot was still on the floor standing on her toes, the other held by the boy opening her sex to them both. Behind her the ginger coated his dick in saliva, aiming it towards her back door after she pulled her swimsuit aside to reveal it. She wasn't sure if it was safe to try anal without a bottle of lube but the ginger was careful, entering her one inch at a time, sliding the head in first and easing in and out. She clutched at the first boys skin as she was penetrated, who held her close patiently waiting for her get settled with them both, standing perfectly still. After a minute or two both cocks were lodged inside her and she signaled for them to continue.

Max had always hoped to one day get two cocks to fuck her at the same time, never being lucky enough to find the right partners to oblige until now. Now sandwiched between two football studs she rocked gently back and forth, sliding from one dick to the next in a constant rhythm. The prick in her ass was a bit less comfortable, her hole still stretching to accommodate the intruder, but she managed to push past the discomfort and ride the pleasure to her next high. Her partners were enjoying themselves just as much, her hot breath panting against her shoulder and back as they thrust against her. They fucked her in front of their teammates, all of whom were masturbating madly, some even ejaculating early because the scene was so hot and steamy.

At some point Zachery returned to see Max crushed between his mates and a camera flash caught her attention. She looked out into the crowd and saw him holding her Polaroid camera, the picture developing capturing the moment. She grinned glad to she he agreed, her one request he find her camera in her bag in the girls locker room and use it as she was shared amongst the Blackwell Bigfoot's. She wanted to remember this moment should it ever get erased.

She approached her orgasm within the next two minutes, her moans rising in pitch the closer she got to her peak. At the same time the cocks inside her pulsed as they thrust harder and faster, both boys grunting approaching their own climax. The ginger haired guy behind her was able to whisper a warning, saying he was close to bursting. She looked down and saw the one in front was the same, his face straining to hold it in. "Yes" she cried, both to them and the audience so they didn't have to ask her later. "Fuck me however you want. Cum inside me. Make me cum!"

Her next sound was an ear shattering scream as she climaxed, her muscles clenching around both dicks tightly squeezing their cum out as they exploded together. Their hot cum filled both her holes leaking out slowly, dripping down her leg onto the floor mixing with the water in a puddle. Max's body shuddered in the aftershocks as pleasure overloaded her, her eyes rolling into her skull before slumping into the boys arms with a massive smile on her face.

The two football players cradled the limp girl, carefully dislodging themselves from her core, their flaccid penis drooping dripping with semen as they held Max up on her jelly legs. They asked her if she was okay and after taking a second to catch her breath she nodded, giving them each an affectionate kiss.

The next up was a tall broad shouldered black haired figure, lumbering over to take over from his friends in holding her steady. They left her with him where she stared up at the large man, her eyes dancing over his ripped muscles licking her lips. She meekly tried to hop up and catch his lips with her mouth but her toes couldn't quite reach his height, skin unsteady from her last orgasm. Instead he kneel to down so his head rested a foot lower then hers, allowing her to wrap her arms around his neck and make out with him. His hands caressed her body, palms as large as her chest, stroking her skin softly as her lips pressed against his. She felt Devine in his hands, her small frame tiny compared to his hulking size. His penis hung down semi erect from his crotch between his legs out of Max's sight, the scale larger than she could've imagined. But what she didn't know was he intended not to use it today, instead crouching lower to hook his arms underneath her knees and lift her off her feet into the air, his massive hands taking hold of her waist and hoisted her onto his shoulders so his face could lap up her pussy. She rose high into the air, her head nearly touching the ceiling, holding on by the man's thick hair locking her feet across his back staring down at his imposing frame. The rest of the room looked up at her in shock, a camera flash immortalizing the panicked yet giggling expression on her face as the hulk ate her out.

Max was flabbergasted as she was suspended in the air inched from the roof, moaning loudly as the large man drove his tongue deep into her vagina exploring her throughly, looking down at the small audience like some kind of goddess. Her fingers clutched at his mane tightly, holding on for dear life afraid he'd drop her. She saw the boys around her still masturbating, whispering amongst themselves watching her up here, getting more turned on seeing how horny she was making them. She managed to catch the eye of the boy holding her and smiled, promising to make this worth his while when he was done. What she didn't know, which the rest of the football team quietly kept to themselves, was the large man eating her out was actually gay. He in fact felt no attraction to her at all and only sought to help give her pleasure by claiming his own prize from her body, the cum from his teammates. He intended to suck every ounce of white male nectar from her body before gifting her to his friends where they can enjoy her as intended.

Max remained oblivious to his motives, lost in pleasure as she moaned and giggled from his venture, nailing digging into his tough skull. After a short while the boy had cleaned out her vagina and looked for a way to access her ass, but from the way he held her this proved impossible. So with a quick look up to the girl, who was whining from the lost of contact and desperate to continue, he quickly asked her to let go of his head and trust him. Reluctantly she loosened her grip and was sent hurtling backwards through the air, a sharp inhale from the audience as her head swung in and arc down as the boy swiftly adjusted his grip, catching her upside down wrapped his thick arms around her waist pinning her arms to the side, legs dangling in the air, and now with a perfect unrestricted view of her ass.

Max felt all the blood rush to her head, making her drowsy on the verge of throwing up. She had no idea the black haired stud had planed this stunt but was glad not to have her brain matter littering the floor. She looked out at the relived faces of the football team, many panting from the near heart attacks, some quietly asking if she was okay. "Fuck" she replied, her head spinning before electricity ran through her body as she felt the large man dive into her cum filled arsehole. "Oh fuck me" she cried, forgetting about her near death experience and returning to the pleasure of the moment.

The man was now content drinking from her back door, hugging the girl close to his chest careful not to drop her (again). Meanwhile a blonde haired boy took the initiative and stepped up to the pair of them, his erection presented to the upside down girl. His crotch was at the prime height to match her elevation, meaning her face sat directly in front of his throbbing penis. She licked her lips and opened wide, letting the boy eagerly shove his prick into her mouth where he took hold of the back of her head and forced her to deep throat it. She replied by sucking on it in content, lapping her tongue along it as it pushed up her throat with each thrust.

The strange positioning of this threesome made this all the more exciting to Max, the added bonus being Zac taking her picture while his team jerked furiously to her performance. Muffled grunts were the only sound Max could make as this thick member rammed deeper and harder into her mouth, the blonde groaning with desperation grabbing her head and fucking her faster until he couldn't hold it in any longer. With his bollocks slapping her face Max's cheeks bulged as cum filled her mouth, silencing her scream as she orgasmed in response, her cum showering the hulking lad cleaning up her back passage for her.

The volume of cum the blonde ejected was massive, bursting at the seams as Max attempted to gulp each mouthful down. Fortunately the boy pulled out of her before she could choke on it, the remaining jet covering her face as she spurted out the rest. Gasping for breath the hulk finished with her body and carefully lowered her down to the ground where she fell flat on her back underneath the running water. She heaved a deep sigh of relief to be back on solid ground, opening her eyes and looking up to find the hulk kneeling down beside her to suck the cum of the blonde lads erection. She watched the huge boy grant his friend this blowjob and found herself covering her red face in embarrassment, giggling to herself realizing her mistaken assumption. When he was finished cleaning him off he glanced down at her checking she was unharmed, shaking her smile before leaving her on the floor to catch her breath. She took a deep breath, slowly pushed herself up against the wall, lifting her face towards the hot water sighing softly, before turning back to her captive audience and asking "who's next?"

The next couple of orgasms went by in a blur, her sense of time melding into a cycle of pleasure and excitement and cum and escasty. The water beat down over her skin turning her fingertips wrinkly, her knees buckling every time she tried to stand. Her hair clung to her face forcing Max to comb it behind her ears only to get drenched in cum and mat together again. She couldn't keep up of the positions the boys placed her in, lost track of their faces and names as they passed her around one by one.

In one instances she was sitting against the wall looking up at a dark skinned boy rubbing his penis between her small breasts, his cum covering her skin when he came too quickly. In another she was bent over taking a cock from behind by a lanky teen nearly seven feet tall. Her memory was sketchy as she tried to recall the expression on a guys face as he rammed his dick into her throat, holding her flat on the ground knelt over her face as she rubbed her clit. Was there another boy eating her out during that one? Or was that when she was hopping on the lap of the side hipped man with the massive cock stuffed in her arse? Another moment she was jerking two cocks while sucking off another, driving them to the edge so they could shower her in white sticky paste which she'd let a handful more lick off her body.

The only contrast in all of this madness was the sight of Zac circling her and his teammates taking pictures with her Polaroid, capturing every moment for her to see in glorious crisp image quality at the end of the night.

She opened her eyes and found herself lying on top of a broad shouldered guy with dark hair who was helping her bounce her hips on his long cock as she shuddered in orgasm, the pleasure burning through her sensitive pussy. She tried to moan but a cock occupied her mouth, ejaculating into her mouth and pulling away only to be replaced by another to fuck her throat raw. She got a brief glance over her shoulder where two thick players were fighting over her back hole, taking turns penetrating her while arguing amongst themselves. After a while the argument was decided when one refused to pull out so his friend shuffled in beside him and forced his prick into her occupied arsehole, stretching her wider taking two cocks up the backside. Tears welled in her eyes and she had to yank her head off the boy fucking her face for fear she'd bit down a little too hard gritting her teeth in pain. He retaliated by bring over his blonde mate so they could double stuff her mouth.

When the lot of them climaxed all at once Max felt like her body was on the verge of exploded, filled to the brim with semen in ever orrofice. She collapsed on her back sweating and panting, a spontaneous orgasm ripping through her abused body while she tried to cough up spit and cum from her sore throat. She saw the camera flash out the corner of her eye and tilted her head, witnessing Zac gentle place her camera to the side before strolling over to check on her.

She didn't want his kind eyes or comforting words, she wanted that cock that he'd neglected to grace her with all evening. She reached up and clutched his hair yanking him down into a feral kiss, hissing in his ear "fuck me you horny stud." Not one to refuse a desperate madwoman Zac scrambled into position and slid his erect penis into her well used and cum filled vagina. He could feel his team's cum overflowing out of her as he pushed his cock inside, like entering a bowl of custard. Max groaned as he penetrated her, too weak to wrap her arms or legs around him, lying limping on the floor as he ground his hips against her. He pressed his hands against her red boobs, squeezing her nipples getting a choked sheik out of her before picking up the pace. He'd been taking pictures of her for over an hour, masturbating to her moans and screams between shots patiently waiting for his turn. His balls were swollen and aching, containing a hours worth of pent up cum waiting to unload into her. "Max" he whispered feeling his groin clench already. "I'm gonna cum."

"No" she moaned quietly, her glazed eyes staring into space as she whispered "no more. I can't take any more. It's too much." He looked down at her abused body, her cunt squirting her last exhausted climax against his dick. Her muscles could barely squeeze around him, her body falling flaccid on the ground. She was spent, over worked, a miracle her eyes could even stay open. He pressed a hand on her stomach and felt it squish like a sponge, excess cum leaking around his cock. Any more and she might burst.

"Fuck" he whispered slightly panicked. He was ready to explode and he was afraid the force of his load could really hurt her in this vulnerable state. So resigning to pull out he looked up at his comrades, seeing many of the pumping their dicks furiously. "Come on lads" he called to them rising to his feet. "Let's give her a full month salute for all her hard work."

The boys nodded joining the quarterback as they stood shoulder to shoulder, their fists pumping their dicks furiously as the circled aliens the hot naked photography student sprawled at their feet. With a final unified hoorah they all ejaculated simultaneously, white cum jetting out of them like fountains raining over her like confetti. Zac released his entire load in one go, the volume hitting the ceiling and catching the boys across from him hitting them in the face. They boys just laughed as they showered Max Caulfield in cum, painting her as white as a sheet while she passed out into dreamless unconsciousness.

She wouldn't wake up until 14 hours later, finding herself in her own bed wearing her pajamas. For a moment she thought she'd imagined the gang bang (after suffering the sex equivalent of a hangover [ _ **no idea if that's a thing. Somebody let me know if it is, if for no other reason to know it can be done**_ ]), until a sudden discomfort in her body told her she hadn't. Juliet and Dana stopped by a few minutes later to check on her, recounting the events of last night. Apparently after she passed out Zac and the others cleaned her up in the showers and called them, asking them to meet at the dormitory where they Zac arrived with Max wrapped in towels carrying her belongings. The three of them brought her to her bedroom where Zac bid them goodnight and the girls redressed her and put her to bed.

Max spent the rest of the day recuperating looking over the twenty or so photographs Zac had left on her desk next to her camera. Thought she couldn't remember her whole night at least she had these to look back on.


	24. Two Whales Diner

Max intended to tell Chloe everything. After her vision of the storm that was coming in a weeks time she knew she needed to confide in somebody about her powers, and who better than her best friend. So arranging to meet at the diner she just just told her side in as much detail as possible. The first time she rewind time, saving Chloe in the bathroom, the junkyard, everything. At first Chloe struggled to believe her, but after a short demonstration of her powers guessing the contents of Chloes pockets and the exact sequence of events happening in the diner she nearly lost her mind.

"Holy shit! So you…you have freaking superpowers!" She beamed madly, shouting so loud Max had to shush her before they drew too many bizarre looks. "Okay, okay. So what else can you do?"

"What else? I don't know" Max shrugged. "Isn't time travel enough?"

"Yeah, but come on. If I had the power to rewrite history I'd do more than predict cockroaches on the jukebox. Give me some stories. What do you do when you're not saving lives?"

Max shook her head sighing. Trust Chloe Price to cut to the chase. "I'm still figuring things outs. I haven't done anything."

"Nothing? Jeez Max, you're killing me. If I had your powers there'd be nothing I wouldn't do. I could mess with my step douche on a whole new level. Give frank a serious kick up the backside and then make like nothing happened." Her eyes lit up with a brainwave. "Casual sex without consequences! The number of dudes I wish I could just undo…" she fixed her eyes on Max desperately. "Come on Max! There must've been one time you abused your powers for personal gain, something juicy."

The photographer racked her brain trying to come up with an answer. She didn't want to disappoint her but she hadn't done anything remotely outrageous as she was suggesting. But now that she had suggested it it sounded pretty cool. _Might be fun_ Max thought looking at how attractive her best friend had grown. Admittedly she'd always had a thing for Chloe but she never had the courage to act on it.

Without warning Max leaned over the table and kissed Chloe on the lips, causing the punk to rear back in surprise. "Wow, Max" she gasped, laughing it off as she stared back at her. "What are you doing? That was a little…"

Max interrupted her by grabbing her head, pulling her back into a longer more passionate kiss. The blue haired punk froze staring at the freckled young woman, her breath catching in her throat while her mind went blank. She wasn't ready for Max to kiss her out of the blue, not that she minded Max kissing her. After a few seconds she tried to pull away but the brunette crawled up onto the table after her, deepening the kiss until they were fighting over territory with their tongues.

When Chloe finally broke them apart she was red in the face, breathing heavily as she glanced around the diner. "Max, what's gotten into you?"

"Juicy enough for you?" Max asked with a smirk. She knelt on the table in front of her best friend examine the hot young woman, recalling everything that got her so nervous when they were kids. The way her body curved in the right places, her soft eyes, that devilish smile. "What would you say if I brought out a photograph of us having sex right here on this table?" Max asked her.

Chloe's jaw dropped, her eyes wildly looking around the busy restaurant making sure they weren't being overheard. "Are you serious? Tell me you have that photo, cause that would be hot as fuck" she whispered. Max didn't say anything, raising her eyebrows hoping Chloe would get the point she was making. _I don't have the photo yet because we need to make it._ "You can't be serious" she choked, her cheeks flushing bright red. "My mom works here. She's on shift any minute. And it's rather public and exposed and…"

"No consequences" Max said echoing Chloes words. A nervous flutter of excitement built in her stomach. She'd never done or even thought of trying something like this, so dangerous and exposed. But with Chloe she was willing to go for it, and with her powers they could rewind as if nothing happened.

Chloe stared at Max like she'd gone insane, but soon a wicked smile crept up her lips until she was grinning maniacally. She sat back against the chair glancing around the diner, biting her bottom lip before quietly declaring "we'll get over here miss Caulfield, before I come to my senses." Max grinned back, shuffling forward onto Chloes lap where she met the sexy punk in a hot streams make out session in plain view of everyone in the diner. And considering what they were about to do it was only going to get more graphic.

The two girls made out passionately in the booth, lost in the others embrace uncaring that they were now drawing the attention of the customers in the restaurant. Chloe showed more experience as her hands wrapped around Max, tracing lines across her thighs and back. Max showed raw desire as she pushed herself against the girl, her flat chest pressing against Chloe's larger bust while her hands wrapped tightly around her neck. She let out a soft moan when she finally came up for air, her pelvis grinding against her body excitedly.

Chloe looked up at the nervous photographer, examine her carefully as the girl tried to push the punks jacket off her shoulders. "Wait" she quickly asked her. "are you sure you want to do this?"

Max paused, worried she was pushing to hard. Chloe noted the fear in her eyes and smiled, shrugging the jacket off to show she was willing and just wanted to be sure Max wanted this. The brunette took a second to breath, calming herself down so she wasn't rushing so much. She had been too swept up in the moment. _Is she sure about this?_ She gave Chloe a peck on the lips, easing her cardigan off and dropping it onto the seat beside them. _Yeah. I want this_ she nodded, pulling her shirt over her head to reveal her pink bra to her best friend.

Chloe stared at the petite young woman stranding her waist, biting her bottom lip admiring her beautifully hot body. Max blushed as she saw her staring, leaning down to stroke her cheek affectionately. The two kissed and the affection turned to passion, turning further to lust. They made out more feverishly until Max was practically ripping Chloes shirt over her head, revealing the black bra to the startled customers watching them from across the room. Max could feel their gazes on them but ignored it, ignoring the feeling in her gut telling her to find a more private place to do this. If she wanted to be this public she couldn't let herself be afraid, forcing her body to stay on Chloes lap.

Chloe could also feel everyone's eyes fall on them, a thrilling sense of excitement bring her a new level of energy to her senses heightening her sensitivity. She shivered when Max's crotch rubbed against her, tensed when she felt her fingers stroke the fabric of her underwear. This heightened sensitivity made her extremely horny, Horny enough to throw caution to the wind and unhook her bra exposing her breasts to the onlookers. "Wowser" Max breathed staring at her mounds, her mouth falling open as Chloe turned the tables throwing the photographer onto the table.

The brunette fell back against the cold surface lookin up at the punk as she climbed on top of her, making out with the girl like a pouncing tiger trapping her prey under her grasp. The diner were now gifted with a live show of two hot lesbian girls kissing atop the table, the dominant blue haired beauty rising up onto her knees straddling the girls waist rub her palms against her pink bra. Max lay back relaxing into her touch, her back arching up to offer herself to her girlfriend. Chloe's attention shifted lower however, her fingers undoing her jeans and slipping into her panties to make contact with her moist clit. "Fuck Max, you're so wet" she muttered rubbing her sex, fingering the brunette until she was a quivering wreck.

"Fuck me Chloe!" Max moaned breathlessly, her hips shaking as Chloe pleasured her within her tight jeans. She wanted to reach down and rip them off so she could take her pussy even more but her arms were flailing too madly to obey her. Pleasure overwhelmed her until she almost forgot who she was, her voice rising in pitch as she came in Chloes hand setting herself. "Holy shit!" She gasped falling still, the orgasm fading leaving her breathing heavily.

"That was so hot" Chloe laughed taking her fingers, licking them clean before stepping down to the floor. As Max recovered on the table she removed her own jeans, pushing them and her underwear down to her knees in full view of the diner. She cast a look around the room quipping "get a good look you perverts" before hopping back up to offer her dripping sex to Max.

She smiled as Chloe shuffled up to her mouth, lowering her hips down so she could lap her tongue at her folds like a kitten. She did her best but she inexperience showed, luckily Chloe was patient and gently advised her through the process. Soon she was moaning caressing her girlfriends scalp, her head rolling across her shoulders smiling proudly. Max worked hard between Chloes legs, eager to please her as she drove the girl to orgasm drinking in her cum. Chloe wasn't about to let her go however, humping the girls face desperate to climax again. Max was forced to continue, her head crushed against her pussy pushing her nose against her clit, her airways filled with Chloe's cunt making it difficult to breath. When she came a second time Max nearly suffocated.

The girl let her go reluctantly, falling to her elbows next to her as the brunette scrambled to sit up gulping down air. They looked at each other and burst into laughter, falling into another kiss embracing each other. "Sorry about that" Chloe apologized. "I guess I got a bit carried away."

"It's okay. It was amazing" Max replied. She looked down at Chloe's nakedness and then at the clothing she still wore. "I feel a little overdressed though.

Chloe examined her and smirked. "Then let me help you out of those clothes" she said pushing Max back down and making out with her. The two messed about a little bit before undressing Max completely, leaving her completely naked on the table. Seconds later the last of Chloe's clothes were gone leaving her in just her beanie, the bullet necklace hanging around her neck with tattoos running up her right arm. Max passionately kissed Chloe running her hands over her body, enjoying the feeling of her in her grasp. Chloe let her drool over her, her attention on the small crowd of onlookers watching them around the diner. She was half expecting her mom to walk in and immediately have a heart attack. Not about her having sex with a girl but having sex in her place of work where everyone can see her. "People seem to be staring" she whispered to Max.

The girl seemed to just realize they were naked in the middle of the diner, her face turning red as she glanced around at the audience. She felt very exposed and embarrassed, but also very hot and excited. It was a strange feeling being so public like this. "I should take that picture" she said quietly to herself, reaching over for her bag.

"Good idea" Chloe said lighting up. She helped retrieve the Polaroid camera but then snatched it from Max's hands. "Hey, you there!" She called to the nearest customer, waving the man over while Max stared at her in horror. The young man approached nervously, only for Chloe to hand him the camera saying "do us a favor and get some photos please. I might make it worth your while after this is over if you can get some good shots."

The man looked down at the camera hesitantly, wondering if Chloe was being serious. But the punk was already rolling Max onto her side, their lips locked grinding their hips together. The brunette didn't argue as Chloe began humping between her thighs, their pussies rubbing together as their hands groped one another's skin. It felt perfect holding her best friend like this, felt amazing feeling her touch everywhere that made her body tingle, but also weird doing this in front of an audience. Chloe did a great job diverting her attention however, even as the man got over his trepidation and started taking pictures with Max's camera

"Oh, fuck me Max" Chloe whispered, kissing across her collarbone as her hand took Max by the wrist and guided her between their thighs. Max moaned softly as her fingers found her clit the same moment Chloe returned the favor, their palms pressed together as their bodies continued to rub each other. The two girls began rocking more frantically on the table, their gentle love making getting more heated much to the bewilderment of everyone watching in the diner. Outside in the street more stopped by the window to look inside and stare at the naked young woman.

"Holy shit!" Max panted, her body trembling against Chloe's as she was fingered, her grip tightening on her friend until she thought she'd bruise her. Her own hand tried to keep pace, her fingers sinking into Chloe as far as they would go. Chloe cried out in response, falling against Max as if she'd been electrocuted. "Don't stop!" She pleaded when Max froze afraid she'd done something wrong. On the contrary Max had, by accident, found Chloes G-spot and sent her into a frenzy of absolute pleasure. "I'm so close!"

Max did her best, rubbing Chloes clit with her thumb while grinding her fingers inside her. She struggled to keep it up as Chloe kept thrusting into her own sex, her own orgasm imminent. The man hovering around them continued to take photos, the Polaroid camera developing them one by one where he placed them onto the table beside them. The rest of the audience watched transfixed by the live porn show, just as eager to see them finish. The lucky few concealed at the back had taken the opportunity to pleasure themselves.

Neither of the lesbian lovers cared about the onlookers, their focus only on the moment and each other. Their mouths found each other one final time in a deep passionate kiss, muffling the raspy and strangled moans as the climax barreled towards them like a train. "I love you Chloe" Max panted between whimpers.

"I love you too Max" Chloe replied.

Seconds later both girls screamed as the shared orgasm ripples through their bodies, their pleasure fusing into one powerful explosion of joy. In the instant Max and Chloe we're connected beyond anything any human being had experienced before. A connection that transcended space and time. So powerful was this moment that Max found herself triggering her powers and launching herself back in time, back to the moment just before she propositioned Chloe with that first kiss.

"Holy shit!" Max gasped falling back against her seat in the diner. The room was quiet save the bustling of activity, all the customers focused on their own things. Nobody looking in their direction, no audience to a public display of love and sex. Just a normal day in the two whales diner.

Max closed her eyes and took a deep breath, her nose bleeding and her head pounding. Her body trembled from the aftershocks of the orgasm that never happened, her underwear damp beneath her jeans. Leaning against the table waiting for the pleasure and disorientation to pass Max glanced up to her best friend, expecting her to be looking dumbfounded and confused. _How am I going to explain this?_ She wondered.

But when she looked up she saw Chloes expression mirroring hers, staring back in amazement. "What the fuck was that?" She asked, breathless and coated in sweat. Max looked at her strangely, confused by the wild and unsettled look in her eye. But when she looked down she saw the photographs strewn across the table between them, pictures of the pair of them locked in their embrace having sex in this very diner. Max thought she must've brought them with her when she reversed time, but when she took Chloes hand in hers she realized she'd done much more than that. She felt it through her. _She remembered!_

"Chloe?" Max asked worried. "Did we just…?"

"Yeah" Chloe said, a massive grin widening on her face. "Yeah, I think we did."


End file.
